D.P.Sinha, J. - (1.) Petitioner No. 1 is a private limited company under the Companies Act, 1956, with its registered office at Pachamba in the district of Hazaribagh (now Giridhih). Petitioners 2 and 3, namely, Srimati Amal Kumari Ghosh and Sushanta Kumar Ghosh, are the directors of the company, Srimati Amal Kumari Ghosh being the managing director. A complaint was filed against the petitioners by the Registrar of Companies (hereinafter referred to as " the Registrar") alleging that according to the provisions of Section 220(1) of the Companies Act, 1956 (hereinafter referred to as " the Act"), the company and its directors were under statutory obligation to file with the Registrar within thirty days of the date of the annual general meeting, the balance-sheet in the prescribed form which had been duly placed in the annual general meeting. It was further alleged that the balance-sheet of the company as on the 30th June, 1966, was required to be placed in the annual general meeting by the 30th December, 1966, and it was required to be filed in the office of the Registrar not later than the 30th January, 1967, but the balance-sheet was not filed before the Registrar within time in spite of service of notice. It was alleged that the petitioners knowingly and wilfully continued to contravene the provisions of Section 220(1) of the Act from the 3Ist January, 1967, up to the date of the filing of the complaint On the basis of that complaint, cognizance was taken and the case came on transfer to the file of Shri K. K. Prasad, Munsif Magistrate, Patna. He read over the accusation to Shri Harnana-dan Prasad, advocate, representing the petitioners under Section 205 of the Code of Criminal Procedure and he pleaded guilty on their behalf. On the basis of that plea, the trial court found the petitioners guilty under Section 220(3) read with Section 162(1) of the Act and sentenced them to pay a fine of Rs. 100 each and in default thereof to suffer simple imprisonment for fifteen days. The petitioners preferred an appeal which proved unsuccessful. They have now come up before this court for quashing the proceeding on the ground that the petition of complaint did not contain allegations on the basts of which it could be said that the offence under Section 220(3) read with Section 162(1) of the Act had been committed on account of the non-filing of copies of the balance-sheet and the profit and loss account with the Registrar.
(2.) Section 220 provides as follows : " 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 shall be filed with the Registrar within thirty days from the date on which the balance-sheet and profit and loss account were so laid-- (a) three copies of the balance-sheet and the profit and loss account, signed by the managing director, etc..... (2) If the annual general meeting of a company before which a balance-sheet is laid as aforesaid does not adopt the balance-sheet, a statement of that fact and of the reasons therefor shall be annexed to the balance-sheet and to the copies thereof required to be filed with the Registrar. (3) If default is made in complying with the requirements of Sub-sections (1) and (2), the company, and every officer of the company who is in default, shall be liable to the like punishment as is provided by Section 162 for a default in complying with the provisions of Section 159, 160 or 161."
(3.) It is quite plain from the provisions of Sub-section (1) of Section 220 that the copies of the balance-sheet and profit and loss account are required to be furnished to the Registrar only after the balance-sheet and profit and loss account have been prepared and laid before the company at an annual general meeting of the company.;