ASSAM SYNTEX LTD Vs. REGISTRAR OF COMPANIES

JUDGEMENT

(1.) THE validity of the second part of the order dated 24. 1. 2006 passed by the learned Judicial Magistrate, Shillong in Criminal Case No. 580-587 (S) of 2005 requiring the petitioners under Section 614a of the Companies Act, 1956 to file three copies of the balance sheets and profit and loss accounts for financial years commencing from 31. 3. 1997 to 31. 3. 2004 with the Registrar of Companies, Assam, Meghalaya, Tripura, Manipur, Nagaland, Arunachal Pradesh and Mizoram within one month from the date of order, failing which the provision of Section 614a (2) of the Companies Act, 1956 would be attracted, is called into question this criminal petition.

(2.) BOTH Mr. B. D. Das, the learned counsel for the petitioners and Mr. R. Deb Nath, the learned Central Government Counsel, were heard at length.

(3.) THE facts, shorn of necessary details but are relevant for this case, are that the petitioner No. 1 is a subsidiary of the Assam Industrial Development Corporation Ltd. , a Government of Assam undertaking, while the petitioner No. 2 is the Managing Director of the petitioner No. 1 and that the respondent No. 1, who is the Registrar of Companies for the North Eastern States, initiated Criminal Case No. 580-587 (S)/2005 U/s 220 (3) read with Section 162 (1) of the Companies Act, 1956 ("the Act" for short) against the petitioners for their failure to furnish three copies of Balance Sheets and Profit and Loss Accounts for the financial years commencing from 31. 3. 1997 and ending on 31. 3. 2004 i. e. for 7 (seven) financial years. It would appear that the criminal proceeding in question was stated to have been initiated by the respondent No. 1 when the show cause/default notice did not evoke positive response from the petitioner. The learned Magistrate ultimately found the petitioners guilty of the provisions of Section 162 (1) of the Act and sentenced the petitioner No. 2 to pay fine at the rate of Rs. 2/- per each defaulting day, the total whereof come to Rs. 51,564/ -. The petitioners have duly paid the fine so imposed. The contention of the petitioners that the balance sheets as well as the profit and loss accounts could not be filed with the Registrar of Companies as no statutory auditor was appointed by the Comptroller and Auditor General as required by Section 619 (2) of the Act, which was the requirement in the case of Government Companies, apparently did not find favour with the learned Magistrate. This prompted the learned Judicial Magistrate to pass the impugned direction.