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TMI Blog1963 (3) TMI 17X X X X Extracts X X X X X X X X Extracts X X X X ..... C. No. 5050 of 1961 for failure to submit annual return and under section 220(1) read with section 220(3) of the Companies Act in C.C. No. 5051 of 1961, for failure to submit balance-sheet and sentenced to a fine of Rs. 500, in default to simple imprisonment for three months each on each count. The appeals have been preferred by accused No. 2 and No. 3 alone and not by the firm. The only point for determination in these appeals is whether the appellants ceased to be directors and were not liable to submit annual return or balance-sheet. Sarathi Films Private Ltd. was incorporated as a private company limited by share capital under the provisions of the Indian Companies Act, 1913. Article 83 of the articles of association of the company pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ault of and subject to any regulations in the articles of the company, also be appointed by the company in general meeting. But I have already referred to the articles of association which provides for the appointment of directors and the proportion of those who are to retire by rotation analogous to the provisions contained in section 256 of the Companies Act relating to public companies. Though clause (1) of section 256 of the Companies Act does not apply to a private company which is not a subsidiary of a public company, any such company may, by its articles, adopt its provisions. The decisions interpreting the clause are relevant in this case as the terms of article 83 of the articles of association of the company providing for direct ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed acts of the persons who cease to be directors in holding a meeting of directors and allotting shares were invalid, that it was not a case where there was a defective appointment in the case of the said directors but one where after 1941 there was no appointment of them as directors at all so that their acts could not be validated. Hence the appellants cannot by any action or representation on their part continue to be directors of the company after 1958. The lower court has relied on the principle enunciated in the decision of the Supreme Court in State of Bombay v. Bhandan Ram Bhandani [1961] 31 Comp. Cas. 1 ; [1961] 1 SCR 801 that a person charged with an offence cannot rely on his own default as an answer to the charge. It was ..... X X X X Extracts X X X X X X X X Extracts X X X X
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