LexSTATE OF ANDHRA PRADESH & ANR. versus ANDHRA PROVINCIAL POTTERIES LTD. & ORS.
Open in Lexace · Ask the AI about this caseJudgment (excerpt)
410
STATE OF ANDHRA PRADESH & ANR.
v.
ANDI-IRA PROVINCIAL POTTERIES LTD. & ORS.
August 17, 1973
[H. R. KHANNA AND A. ALAGIRISWAMI, JJ.]
Companies Act (I of 1956) s. 220 and Companies Act 7 of 1913 s. 134-.
Prosecution for not sending copies of
balance-sheet etc._ to R!!gfatrar-NOr
general body 1neeting held-Liability.
Section 220 of the Companies Act, 1956, which correspcnds to s. 134 of
the 1913-Act, provides that within thirty days
after the
balance-sheet and·
profit and loss account, as the case may be, have been laid before the com-
pany at the general meeting, three copies thereof shall be filed with the regis ..
trar. and that failure to do so is punishable.
The respondent-company and its directors were prosecuted for failure to
file with the Registrar of Companies on or before 30th October 1967, the
Balance-sheet and profit and loss account of the company.
By 30th September,
1967, admittedly, no general body meeting had been held. The High Court
held that since no general body meeting was held. there could be ~o question
of laying the balance-sheet before the general body meeting and complying
with the requirements of the section; and that, though the wilful omission to
call a general body meeting and of laying tile balance-sh'eet and prcfit and
loss account before. it may expose the persons responsible to punishment under
other provisions of the Act, it would not make them liable either under s. 134(4)
of the 1913-Act or s. 220 of the 1956-Act.
Dismissing the appeal to this Court,
HELD : Oa principle and authority it should be held that no offence was
committed under s. 220 of the Companies Act, 1956. [417B]
(a) The principle accepted by this Court in State of Bonibay v. Bandhan
Rani Bhandani [1961] 1 S.C.R.:. 801, that a company or its directors in a
prosecution under ss. 32 and 133 of the 1913-Act. could not, in defence to
such prosecutiro, rely upon their own failure to caII the general body meeting
would not apply to a .QrOsecution under s. 134 of the 1913-Act or s, 220 of
the 1956-Act. Unlike ss. 32 and 133. the responsibility of sending to the
Registrar the copies of the balance-sheet and profit and loss account arises only
a/rer they have been laid before the company at the general meetiag, the obli~
gation to do so being completely dependent on its being laid before a general
meeting. [414H-415EJ
(b) Where the words in the section are clear it is unnecessary to consider
whether it entbodics any principle and whether that principle is consistent with
the principle as embodied in other scections which are differently worded. In
interpreting a penal provision it is not permissible to give an extended meaning
to the pJain words of the section oa the ground of a principle recognised in
certain other provisions. [415F-G]
(c) This is not a case where an accused person relies on his default and
pleads ·his innocence.
In the Companies A.ct 1956, various stages have to be
~one through before we reach the stage of a copy of the balance-sheet and
the protit and loss account being filed with the Registrar. The failure to
reach any one of the stages within toe time prescribed is made penal by· the
Act. The respondents may be guilty of any of those offences but not of
the offence·with which they were'charged.
[416~)
.
(di Further. a daily penalty is provided after the thirtieth day mentioned
>n s. 220 (1) of the 1956-Act. When no general body meeting was held it
is not po'5iblc to calculate the period of 30 days and there would bo diffi-
culty in 'rorking out the dnil~ penalty. [416C-D]
A
B
c
D
E
F
G
H
A
B
c
D
E
F
G
H
A.P. STATE v. A.P. POTTERIES LTD. (A/agiriswami, /.)
411
J)ulal Chandra Bliar v. State of West Bengal,
1962 32
Company
Cus1.·s
1143, Gopal Khaitan v. State
(1969)
39 Company Cases
ISO, RaJi.,.
chandra
& Sons
(P)
v.
State,
(1967)
II Coml.
J.
92
&
(1966).
36 Company Cases 585 State v. T. C. Printers (P)
Ltd.,
A. I. R.
1963
Rajastban 134 India Nutrinzents Ltd. v. Registrar of
Conipani~s, 1934
34
Companies Cases 160 P. S. N. SAA. Chettiar & Company v. ReglStrar of Com-
panies, A.l.R. 1966 Madras -415, Registrar of Companie~ v. H. Mishra, A.I.I{.
1969 Orissa 234, State v. Linkers Private Ltd. A.l.R. 1969 Patna 445 &
(1970) 40 C.C. 17, Registrar of Companies v. Gopala
Pillai
& Ors.
1951
K.L.J. 490 Debendra Nath Das Gupta v. Registrar of Joint Stock Con1-
panies, I.L. R. 1918 Calcutta 486, Ba/lev DassExcerpt shown. Read the full judgment & AI analysis in Lexace.