S PANDIT Vs. STATE OF MAHARASTRA

JUDGEMENT

(1.) THIS petition is filed by a director of Nihon Electronics Limited under section 633 (2) of the companies Act, 1956, for being relieved from original proceedings and the liability that might be brought against the petitioner in respect of default in complying with the provisions of sections 210 and 220 of the Companies Act. The facts giving rise to the filing of the petition are as follows.

(2.) THE company was incorporates on October 15, 1982, as a private limited company and converted into a public limited company on May 5, 1986. Apart from the petitioner, the other directors of the company are : (1) Manohar Chhabria, (2) K. N. Malhotra, (3) A. V. Karnik and (4) S. S. Vaidya, Chhabria is mostly residing at Dubai, while the petitioner, Malhotra, and karnik are residing at New Delhi and Shri Vaidya is a practising solicitor in Bombay. The company manufactures televisions and commercial production was started in September, 1986. The company belongs to the Orson group of companies and the entire production of the company is for Orson Electronics Limited, which is also a public limited company. The directors of Orson electronics Limited are the same as that of Nihon Electronics Limited.

(3.) INITIALLY, the company's financial year commenced from July 1 and ended on June 30 of the next year. Subsequently, in view of the Direct Tax Laws (Amendment) Act, 1987, all the assessees were required to have previous year to be uniform with the assessment year. Accordingly, the company requested the Registrar of Companies to extend the financial year from July 1, 1987, to June 30, 1988, till December 31, 1988, and the Registrar accordingly granted permission. The company was required to hold annual general meeting for the year ending December 31, 1988, before the end of the year. The company requested the Registrar to grant extension for holding the annual general meeting and the extension was granted till March 31, 1989. The company was, therefore, duty bound to hold the annual general meeting on or before March 31, 1989, and accordingly the meeting was scheduled on March 31, 1989.