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TMI Blog1975 (8) TMI 104X X X X Extracts X X X X X X X X Extracts X X X X ..... he Act for failure and neglect to take all the reasonable steps in laying the balance-sheet and the profit and loss account for the financial year ending on March 31, 1971, before the annual general meeting of the company held in pursuance of section 166 of the Act. The plea of the respondents was that as no annual general meeting could be held due to want of quorum, the question of laying the balance-sheet and the profit and loss account did not arise. The learned S.D.M. acquitted the accused persons on the ground that the failure was not wilful and that the default was beyond the control of the accused persons. He relied on a decision in Vulcan Industries ( Pvt. ) Ltd. v. Registrar of Companies [1972] 42 Comp. Cas. 326 (Ori.) for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rar three copies of the balance-sheet and the profit and loss account signed by the managing director, managing agent, etc., together with three copies of all documents which are required by the Act to be annexed or attached to such balance-sheet or profit and loss account. The default in this behalf is punishable under section 220(3) of the Act. In Andhra Provincial Potteries Ltd. v. Registrar of Companies [1969] 39 Comp. Cas. 1000 (AP) [FB], the question for consideration was whether under section 220 of the Act the holding of an annual general meeting of a company and laying before it the balance-sheet and the profit and loss account are prerequisites for a prosecution under section 220(3) of the Act. Their Lordships held that whil ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d section 134 on the other........... The difference in language is very clear and pointed. The responsibility of sending three copies of the balance-sheet and profit and loss account or the income and expenditure account, as the case may be, arises only after they have been laid before the company at the general meeting. Without so laying, copies could not be sent to the Registrar and even if they are sent it would not be a compliance with the provisions of the section." The conspectus of the decisions cited above is that the failure to hold a general meeting cannot be pleaded as a defence for default committed in laying the balance-sheet and the profit and loss account before the company. One cannot plead one's own default in defence. T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the directors took any step to hold the annual general meeting. The plea that the duty of laying the balance-sheet and the profit and loss account could not be performed by reason of there being no annual meeting is not a valid defence. As regards the finding of the learned S.D.M. that the default was not willful, it is to be noted that in this respect there is a clear distinction between section 210 of the Act and section 133 of the Indian Companies Act, 1913. According to the provisions of sub-section (3) of section 133 of the old Act, an officer of the company could be held liable for punishment only if he was "knowingly and willfully" a party to the default. But under sub-section (5) of section 210 of the Act, a director of a co ..... X X X X Extracts X X X X X X X X Extracts X X X X
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