1958 (4) TMI 17 - HC - Companies Law

Summary

Issues Involved:
1. Jurisdiction under sub-section (2) of section 633 of the Companies Act, 1956.
2. Interpretation of the word "claim" in sub-section (2) of section 633.
3. Relief against liability for fines or penalties due to failure to file balance-sheet and auditor's report.

Detailed Analysis:

Jurisdiction under sub-section (2) of section 633 of the Companies Act, 1956:
The primary issue is whether the court has jurisdiction under sub-section (2) of section 633 to grant relief against prospective liabilities for fines or penalties. The court analyzed that sub-section (1) of section 633 contemplates proceedings already commenced, whereas sub-section (2) anticipates claims that might be made in the future. The court determined that it has jurisdiction to grant relief under sub-section (2) of section 633 for anticipated claims, including those involving fines and penalties, as if it were the court before which such proceedings were brought.

Interpretation of the word "claim" in sub-section (2) of section 633:
The court examined whether the term "claim" in sub-section (2) includes penal proceedings under section 162 read with section 220 of the Act. The court noted that the dictionary meaning of "claim" is an assertion of a right to something and a relief provided by statute. It was argued that "claim" should mean a civil claim, not a penal proceeding. However, the court observed that sub-section (2) uses the phrase "under this section," indicating that it includes both civil and penal proceedings described in sub-section (1). The court referred to English case law, including Barry and Staines Linoleum Ltd. and Gilt Edge Safety Glass Ltd., which supported the interpretation that "claim" encompasses both civil and penal proceedings.

Relief against liability for fines or penalties due to failure to file balance-sheet and auditor's report:
The petitioners sought relief from liabilities for fines or penalties due to their failure to file the balance-sheet and auditor's report for the year ending August 31, 1956. The court acknowledged that the omission was not due to dishonesty or deliberate delay but arose from a genuine conflict of opinion between the company and the income-tax authorities regarding the valuation of unexploited cinematographic pictures. The court found that the petitioners' inability to file the documents was not mala fide and that there was a real difficulty in preparing a true and fair balance-sheet and profit and loss account. Consequently, the court granted relief to the petitioners from any liability for fines or penalties under section 162 read with section 220 for their failure to file the said balance-sheet and profit and loss account.

Conclusion:
The court held that it has jurisdiction under sub-section (2) of section 633 to grant relief against prospective liabilities, including penal proceedings. It interpreted the term "claim" in sub-section (2) to include both civil and penal proceedings. The court granted relief to the petitioners from any liability for fines or penalties due to their failure to file the balance-sheet and auditor's report for the year 1955-56, as the omission was not due to any dishonesty or deliberate delay but arose from a genuine conflict of opinion. The petition was made absolute, and each party was ordered to bear its own costs.