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TMI Blog1946 (1) TMI 7X X X X Extracts X X X X X X X X Extracts X X X X ..... Bank Ltd., that that company held an annual general meeting on October 29, 1944, and that that was the only general meeting of the company held during the year 1944. The further allegation was that no list of shareholders and summary were submitted within 21 days of that meeting as required by section 32 of the Indian Companies Act; and that the accused persons, as directors, knowingly and wilfully authorised and permitted the company to commit the default and that they thereby committed an offence punishable under section 32(5) of the Indian Companies Act. The other charge was that they omitted to file with the Registrar three copies of the balance sheet and profit and loss account made up to a date not earlier than the date of the meeting ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ging Committee, there is no evidence to show that any particular duties were assigned to the various directors, but the Articles of Association and the Companies Act make it perfectly clear that all directors of a company are responsible to see that the duties imposed upon a company by the Indian Companies Act are properly carried out. It is clearly the duty of all directors to see that the particular returns, the list and summary under section 32 and the copies of the balance sheet and profit and loss account are submitted under section 134. There is nothing on record to show that these directors made any attempt to see that these returns, list and statement were properly submitted, or that they were prevented in any way from seeing that t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1944 was held on October 29 that year. 21 days from that date elapsed on November 19, 1944. Mr. B.C. Das submitted a resignation of his post as director to the Board of Directors on November 16, 1944. That letter of resignation was considered apparently at a meeting held on November 24, 1944, and accepted on that date. From this it is clear, therefore, that Mr. B.C. Das continued to exercise his functions as a director until November 24, 1944, that is, until some days after the expiry of the period within which the list of shareholders and summary required by section 32 and the copies of balance sheet and profit and loss account required to be submitted by section 134 had to be submitted. It cannot, therefore, be said that Mr. B.C. Das was ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ore than 9 months in the case of companies trading in British India. The proviso reads : "Provided that the Registrar may for any special reason extend the period by a period not exceeding 3 months." The effect of this is merely to enable the directors of a company to lay before the general meeting of a particular year the balance sheet and profit and loss account made up to a date not earlier than the date of the meeting by more than 12 months. It does not authorise the Registrar to condone the failure to hold the meeting in any particular year ; it does not authorise the Registrar to condone the failure to lay before the general meeting a balance sheet and profit and loss account made up to a date earlier than the date of the meeting ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 48(2) of the Indian Companies Act. No such Regulation has been made in Bengal and these rulings are, therefore, of no assistance. There is nothing whatever in the Indian Companies Act, so far as I have been able to discover, to suggest that the complaint of the Registrar of Joint Stock Companies is necessary before a prosecution of a company, or of a director can be entertained, nor is there anything to suggest that the Registrar of Joint Stock Companies can condone defaults other than as provided for in the proviso to section 131 of the Indian Companies Act. I am unable to hold, either that the Registrar condoned the default, or that if he did, that would be any defence to the present petitioners. It is next argued that after this pros ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it and loss account as at December 31, 1943, before the meeting audit had been found that they were knowingly a party to the default in respect of laying the balance sheet and profit and loss account before the meeting. This very argument has come before the Court on a number of occasions. In England, it has been consistently held that a director, who is prosecuted for knowingly and wilfully permitting a company to default in respect of filing the balance-sheet and profit and loss account with the Registrar, cannot plead the impossibility of doing so when that impossibility is due to his own previous default. The same view has been taken in India and the latest case in this Court to which reference has been made is that of Ballav Das v. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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