9911796707
TMI Blog1976 (12) TMI 137X X X X Extracts X X X X X X X X Extracts X X X X ..... Utkal Distributors Private Ltd. was incorporated as a company under the Indian Companies Act of 1913, on April 28, 1948, and is an existing company as defined under section 3( ii ) of the Act. Under section 159 of the Act, the company and its directors had the statutory obligation to file with the Registrar an annual return in the prescribed form made up to the date of the annual general meeting. The annual general meeting of the year 1971 was to be held on or before the 30th of September, 1971, and the return had to be filed before the Registrar on or before November 29, 1971, as provided under section 159(1) of the Act. The Registrar served notice on the officers of the company asking for compliance, but there has been default and such d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s reasoning is assailed in appeal. When this appeal came up for hearing before our learned brother, Panda J., he directed the appeal to be heard by a Division Bench with the following observation: "That in the relevant year, i.e. , 1971, there was no annual general meeting as contemplated under section 166 of the Act is not in dispute. The short point for consideration was if in consequence of not holding the annual general meeting a company is unable to place before it the annual return whether such a company would be liable under section 162(1) of the Act or not. In this case, the plea of the respondents was that as the accounts had been seized by the C.B.I, in 1967, the managing director had resigned since 1967, and the directors we ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... In an earlier case against these accused persons for the year 1969 they have been found guilty and the operative portion of the order runs thus: 'The respondents 1, 2 and 4 failed to submit the annual return with the Registrar by that date and, therefore, they were in default from November 30, 1969, up to the date of decision of trail court, i.e ., September 5, 1973. The result, therefore, is that the appeal is allowed and the order of acquittal passed against the respondents is set aside. Respondents 1, 2 and 4 are convicted under section 162 of the Act and each of them is sentenced to pay a fine of Re. 050 for every day during the period from November 30, 1969, to September 5, 1973.........' The company is to hold the annual genera ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ting of a company and that of the next. There is no rationale why the default should continue, as in the reported case, till September 5, 1973, when the S.D.M. delivered the judgment". The learned single judge has recorded a positive finding that the judgment of acquittal is wrong and unconnected with the holding of the annual general meeting, the company and its officers had the liability to file the return within the appointed time before the Registrar. In fact, holding of an annual general meeting is not a condition precedent to filing of the return before the Registrar. As counsel appearing for the respondents does not dispute the analysis presented by our learned brother, Panda J., we must hold that the judgment of acquittal is bad a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r holding of the annual general meeting and such meeting has to be so held that more than fifteen months shall not elapse between the day of one annual general meeting and the other. The Registrar has power to extend the time up to three months for any special reason. Section 162 of the Act making provision for the offence in question provides for the punishment of fine which may extend to rupees fifty for every day during which the default continues. The default in the instant case arises out of the failure to comply with the provisions contained in section 159 of the Act. As already indicated, the filing of the return is not conditional upon holding of the annual general meeting and compliance is possible even without such meeting being ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ith the holding of the annual general meeting and as long as the default continued the delinquents were liable to be subjected to the recurring punishment. The distinction between the punishment provided under section 162(1) and section 168 of the Act may now be brought out. Under section 162, there is no punishment for the main offence while under section 168, the punishment provided is a fine which may extend to the tune of Rs. 5,000 and in case of continuing default, there is provision for a recurring fine for every day during which the default continues. For the offence under section 162 of the Act, therefore, the appropriate punishment has to be only a daily fine for every day during which the default continues. The first default was ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
