9911796707
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Issues:
1. Application under Section 76, Companies Act, 1913 for directing the calling of a general meeting of the company. 2. Non-compliance with the requirement of holding a general meeting at least once a year. 3. Delay in holding the general meeting due to criminal proceedings against the former secretary. 4. Misconceived application seeking to excuse the default in calling the general meeting. 5. Registrar's role in initiating proceedings and incorrect understanding of the section's purpose. 6. Director's liability for default in calling a general meeting. 7. Possibility of defense if sufficient grounds exist for non-compliance with the section. Detailed Analysis: 1. The judgment pertains to an application made under Section 76 of the Companies Act, 1913, seeking a court order to direct the calling of a general meeting of the company. The applicant, a member of the board of directors, highlighted the non-compliance with the statutory requirement of holding a general meeting at least once a year. 2. The court noted that more than fifteen months had passed since the last general meeting was held, indicating a clear violation of the statutory provision. The delay in holding the meeting was attributed to criminal proceedings against the former secretary, which hindered the auditing process and preparation of the balance-sheet. 3. The application was deemed misconceived by the court as it sought to excuse the default in calling the general meeting. The court emphasized that the purpose of Section 76 was to enable members to compel the convening of a meeting in case of default, rather than providing an excuse for the responsible parties. 4. The court highlighted that the balance-sheet issue, which the applicant emphasized, was irrelevant to the matter at hand. Section 76 does not reference the balance-sheet, and its provisions are considered mandatory, emphasizing the importance of adhering to the statutory requirements. 5. The court also addressed the role of the Registrar of joint stock companies in initiating proceedings and clarified that the Registrar's understanding of the section's purpose was incorrect. The court emphasized that even if an order were made as desired, it would not excuse the persons responsible for the default. 6. Regarding the director's liability for the default, the court emphasized that the director, as an applicant, could still be liable for a fine under the section. The court highlighted that the director's role in making the application did not absolve them of responsibility for the default. 7. The court concluded by dismissing the application, stating that it was not the appropriate forum to adjudicate on the matter of non-compliance with the statutory provisions. The court highlighted that any defense for non-compliance would need to be presented in legal proceedings, and exculpation on an ex parte application was not justified.
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