T MURARI Vs. STATE

JUDGEMENT

(1.) THE revision petitioner is the same in both these petitions. He was tried in two different cases under section 220 of the Companies Act and section 159 read with section 162 of the said Act separately and convicted thereunder and sentenced to pay a fine of Rs. 50 in each of those cases. THE revision-petitioner was accused No. 2 in both the cases, accused No. 1 being a firm, namely, Blue Valley Dairies Private Ltd. A complaint was filed by the Assistant Registrar of Companies, Madras, under sections 220 and 159 read with section 162 of the Companies Act on the allegation that accused No. 1, firm, and the revision-petitioner (accused No. 2), the managing director of that firm, had failed to submit the balance-sheet of the company for the year 1968 in spite of service of notice and that the company further failed to submit the annual return for the year 1968 which should have been submitted on or before February 7, 1969.

(2.) WHEN the substance of the complaint was read out to the petitioner (accused No. 2), he stated that he had resigned his directorship and, therefore, he was not liable. Blue Valley Dairies Private Ltd. was registered under the Companies Act on 19th June, 1967. The main object of the company was to establish and run a dairy, agricultural and livestock farms and to carry on business in the manufacture and distribution of cream, butter, ghee, condensed milk, etc., and do all those things necessary for the purpose of developing and improving dairy. By the articles of association, there were four directors. The petitioner, who was a technical expert, was appointed as managing director of the said company at the meeting of the directors of the company held on July 7, 1967.

(3.) THE learned Magistrate proceeded on the footing that the resignation should have been accepted by the board for a valid resignation and since this was not done, the revision-petitioner continued to hold the office and, therefore, he would be liable for failure to submit the return as provided under the law. THE only point that arises for consideration is whether exhibit P-13, the letter of resignation, sent by the petitioner on January 17, 1968, would itself constitute a valid resignation without its acceptance by the board. It may be noted here that the company was incorporated in June, 1967, and the letter of resignation was sent in January, 1968, namely, within six months after the company was registered. If the letter of resignation itself was sufficient for a valid resignation, the revision-petitioner will not be liable to submit the return. This is not in dispute.