EMPEROR Vs. NASURBHAI ABDULLABHAI LALJI

JUDGEMENT

(1.) The first accused, the Standard Aluminium & Brass Works Ltd., and accused Nos. 2 to 6 as directors of the said Company were charged before the Third Presidency Magistrate with having committed offences under Secs.76 and 131 of the Indian Companies Act VII of 1913. The facts are not in dispute. The Company was registered on February 27, 1920. obtained a certificate from the Registrar on November 3, 1920, and commenced business on January 3, 1921. The statutory meeting under Section 77 was held on March 30, 1921, A general meeting was held on the same day. Then under Section 76 the Company had to hold a general meeting within fifteen months of that date, that is to say, before June 30, 1922. It must be admitted that no general meeting within the meaning of that term under the Articles of Association was held before June 30, 1922, nor was any balance sheet, audited by the auditors of the Company, prepared and read before the Company in a general meeting. It appears then that there can be no doubt that the Company and its officers had committed a default under Section 76 and Section 131 of the Indian Companies Act. But reliance was placed by the accused on the fact that certain share-holders of the Company sent in a requisition to the directors for the holding of an extraordinary meeting, and according to that requisition an extraordinary meeting was held on June 29. It was very strenuously argued before the Magistrate that the holding of that meeting was a compliance with the provisions of Section 76.

(2.) Art. 60 provides for the statutory meeting required by Section 77 of the Indian Companies Act. Then under Art. 61 other general meetings shall be held once in the year 1921, and in every subsequent year at such time and place as may be prescribed by the Company in general meeting, and if no other time or place is prescribed at such time and place as may be determined by the directors. The first of such general meetings may be held on the same day as the statutory meeting. Under Art. 62 the general meetings referred to in the last preceding clause shall be called ordinary meetings; all other meetings of the Company shall be called extraordinary meetings.

(3.) It seems to us it is quite impossible for us to hold that extraordinary meetings, such as the one which was held on the requisition of the shareholders on June 29, was a general meeting within the meaning of that term in Section 76. Reference was made before the Magistrate to certain English cases, but we do not think there is any need to refer to cases decided under the English Act, as we have before us the Indian Companies Act and the Articles of Association of the Company, and we need only consider what is prescribed by that Act read with the Articles.