HANUMAN MILLS PVT. LTD. Vs. STATE

JUDGEMENT

(1.) A complaint under Section 303 of the Companies Act was filed by the Registrar of Companies with the allegation that on December 27, 1960, Dhamodar Das had resigned from the directorship of the Hanuman Mills Private Ltd., and Ram Narain Lal was appointed in his place the same day. It was alleged that Section 303(2) required the company to send to the Registrar information of any change among its directors on a prescribed form within a period of twenty -eight days. The change, according to the prosecution, had to be sent in a form known as Form No. 33 on or before January 24, 1961. The said form, however, was presented by the applicants on March 7, 1962, i.e., after a delay of one year, one month and eleven days. As the form was not presented for filing within the statutory period of twenty -eight days, an additional fee of Rs. 112.50 payable for the registration was determined and demanded by the Registrar under Section 611 of the Companies Act which the applicants did not pay. Hence a complaint under Section 303 of the Companies Act was filed.

(2.) THE accused pleaded not guilty. The learned City Magistrate, Kanpur, who tried the case found the accused guilty of the charge and fined him at the rate of 50 nP. per day for the period of default, i.e., a total of Rs. 192.38 and in default to undergo simple imprisonment for one month. The two directors, viz., S.S. Agarwal and Ram Narain Lal, were also fined at the same rate.

(3.) THE learned counsel appearing for the applicants has contended that, even though no Form No. 33 duly filled was sent to the Registrar, yet the change in the directorate was duly notified with the annual return of the company sent on December 27, 1960, and therefore no default was committed. Section 159 of the Companies Act makes it obligatory for every company to file annual returns giving therein the list of directors, past and present, and other particulars required by the said Section. Non -compliance of Section 159 is punishable under Section 162 with a fine which may extend to Rs. 50 for every day during which the default continues. Section 303(2) casts a duty on the company to furnish duplicate return on the prescribed form of any change in the directors within twenty -eight days of such change and a default in this case is also punishable under Sub -clause (3) which is as under: - -