REGISTRAR OF COMPANIES Vs. SUBIMAL CHANDRA MALLICK

JUDGEMENT

(1.) THE respondents are directors of a private limited company incorporated under the Companies Act. A prosecution was launched by the Registrar of Companies as the respondents failed to place the balance -sheet and profit and loss account for the financial year ending 31st March, 1970, before the annual general meeting of the company on or before September 30, 1970. Charge was framed under Section 210(5) of the Companies Act for commission of the aforesaid offence. The trial court has acquitted the respondent relying on a decision reported in Vulcan Industries (P.) Ltd. v. Registrar of Companies, [1972] 42 Comp Cas 326 (Orissa). It has been held by the trial court that as the annual general meeting was not held, there was no question of placing the balance -sheet and profit and loss account.

(2.) THE position of law is well settled that the offence under Section 220 of the Companies Act stands on a different footing from offences under Sections 168 and 210(5) of the Act. It has been held that offences under Sections 168 and 210(5) are distinct offences and if the company or its directors fail to comply with the requirements of Section 166 or Section 210(1), they cannot rely on their own default as defence. This matter has been clearly discussed in Registrar of Companies v. Utkal Distributors Pvt. Ltd., [1978] 48 Comp Cas 106 : : 41 [1975] CLT 1356 (Orissa). Therefore, the trial court was wrong in applying the principles laid down in Vulcan Industries case, [1972] 42 Comp Cas 326 (Orissa). Non -placing of balance -sheet and profit and loss account are not disputed. In view of the settled principles, the respondents have; committed the offence in not complying with the provisions of Section 210(1) of the Companies Act and they cannot take this default as their defence. As such, the order of acquittal is to be set aside, and the respondents are to be convicted.

(3.) IN the result, the appeal is allowed. Both the respondents are convicted under Section 210(5) of the Companies Act and each of them is sentenced to pay a fine of Rs. 50, in default to undergo S.I. for one week.