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TMI Blog1976 (7) TMI 126X X X X Extracts X X X X X X X X Extracts X X X X ..... nable steps for compliance of the aforesaid statutory requirement, the Registrar of Companies filed a complaint for the offence punishable under section 210(5) of the Act. The defence was that the company had become defunct since 1968, some of the accounts had been seized by the Central Bureau of Investigation and some had been taken away by the accountant. The managing director had given notice for the meeting but none attended nor co-operated. As such the meeting could not be held and the documents could not be placed. Each party examined one witness. The learned Sub-Divisional Judicial Magistrate advanced the following reason for recording the judgment of acquittal : "The liability of the accused persons arises only when they do not take reasonable steps to lay the balance-sheet before the annual general meeting of the company. It is the duty of the prosecution to prove that in fact the annual general meeting was held and that the accused persons did not take steps to lay the balance-sheet therein. In the instant case, the prosecution has failed to prove that the annual general meeting was held. In the absence of such proof the prosecution case cannot stand. The balance- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of one annual general meeting of a company and that of the next :.....................". "210. Annual accounts and balance-sheet. (1) At every annual general meeting of a company held in pursuance of section 166, the board of directors of the company shall lay before the company ( a )a balance-sheet as at the end of the period specified in sub-section(3); and ( b )a profit and loss account for that period.................. (3) The profit and loss account shall relate................ ( b ) in the case of any subsequent annual general meeting of the company, to the period beginning with the day immediately after the period for which the account was last submitted and ending with a day which shall not precede the day of the meeting by more than six months, or in cases where an extension of time has been granted for holding the meeting under the second proviso to sub-section (I) of section 166, by more than six months and the extension so granted..........." "220. Three copies of balance-sheet, etc., to be filed with Registrar. (1) After the balance-sheet and the profit and loss account have been laid before a company at an annual general meeting as aforesaid, there ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 875] 45 LJMC 41 and Park v. Lawton [1911] 1 KB 588 (KB). It was said in these cases that a person charged with an offence could not rely on his own default as an answer to the charge, and so, if the person charged was responsible for not calling the general meeting, he cannot be heard to say in defence to the charge that the general meeting had not been called. It was also said that the company and its officers were bound to perform the condition precedent, if they could do that, in order that they might perform their duty. This seems to us to be the correct view to take. If the person charged with the failure to carry out the requirements of the section could have called the meeting, he cannot defeat the provisions of the section simply by not calling the meeting wilfully." Section 291 of the Act provides for the general powers of the Board and sub-section (1) thereof in clear terms says : "Subject to the provisions of this Act, the board of directors of a company shall be entitled to exercise all such powers and to do all such acts and things, as the company is authorised to exercise and do :................." Obviously, the company by its corporeal character could only ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... committed wilfully and where there is absence of mens rea. In the case of wilful commission of the offence, the court is entitled to sentence the offender to imprisonment. The prosecution is not, therefore, called upon to establish wilful commission of the offence by the delinquent directors for conviction under section 210(5). The Full Bench decision of the Andhra Pradesh High Court was affirmed by the Supreme Court in appeal in the case of Slate of A.P. v. A.P. Potteries [1973] 43 Comp. Cas. 514 , 516, 517, 520 (SC). The court noticed its earlier decision reported in [1961] 31 Comp. Cas. 1 (SC) and observed : "In that case this court had taken the view that a person charged with an offence cannot rely on his default as an answer to the charge and so, if he was responsible for not calling the general meeting, he cannot be heard to say in defence to the charges brought against him that because the general meeting had not been called, the balance-sheet and profit and loss account could not be laid before it. In that case the directors of a company were prosecuted under sections 32(5) and 133(3) of the Companies Act, 1913, for breaches of sections 32 and 131 of that Act for hav ..... X X X X Extracts X X X X X X X X Extracts X X X X
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