PUBLIC PROSECUTOR Vs. H R BASAVA RAJ

JUDGEMENT

(1.) A complaint was filed by the Registrar of Companies of Andhra Pradesh against the respondents alleging that they were the directors of a private limited company, which had been registered on 5-12-1958 under the Companies Act, 1956. It was incumbent on the directors in accordance with the provisions of the Companies Act (Section 166) to lay before the company a balance-sheet and profit and loss account of the company for the period (958-59 and as they had failed to do so, they were liable to punishment under Section 210(5) of the Companies Act. The respondents accused pleaded not guilty and urged that as the first annual general meeting of the company could not be held for reasons beyond their control there was no question of laying before the company a balance sheet and profit and loss account as contemplated under Section 166. The learned Magistrate accepted the pica of the respondents and dismissed the complaint acquitting them of the said charge. The State has conic in appeal against this order.

(2.) The contention of the learned Public Pro-seculor is that an offence under Section 210 of the Act has nothing to do with the holding of the general body meeting and is an independent offence in itself. Reliance has been placed for this purpose on the State of Bombay v. Bandhan Ram, AIR 1961 SC 186. It was laid down therein that:

(3.) Before proceeding to examine the arguments on cither side some facts regarding which there is no controversy may briefly be stated. It is admitted that the company "Messrs. Techniplant Private Limited" was registered as a private company on 5-2-1958. It consisted of the three accused-respondents as directors and shareholders, the 4th respondent being the Secretary of the Company. The 1st respondent was the Managing Director but within two months of the registration and formation of the company he was made to resign and he was succeeded by the 2nd respondent. Then there were disputes between respondent No. 1 on one side and the other respondents on the other. The 1st respondent got the books of the company sealed with the help of police. There was an application in the High Court also and finally the company went into liquidation. A separate charge-sheet was filed against the Directors for contravening the provisions of Section 166 of the Companies Act, 1956 by not holding a general body meeting within 18 months from the date of its incorporation. It was pleaded therein that the meeting could not be held for reasons beyond the control of the accused as an application under Sections 397 and 398 of the Companies Act for winding up the company itself was filed in the High Court on 18-12-1958 i.e., within the time-limit. The trial Court found the accused guilty but on appeal the sentences were set aside on the ground that there was no wilful default in non-complying with the said provisions. In this context, it has to be determined whether the respondents could be held guilty for contravening the provisions of Section 210 of the Companies Act viz., for not placing before the company balance sheet and profit and loss account at its annual genera! meeting.