- (1.)THESE are four revisions between the same parties and involve the determination of identical questions of law, I, therefore, propose to dispose of them by a single judgment.
(2.)THE material facts leading up to these revisions may be shortly stated as follows. Petitioner No. 1 Messrs. Saraswati Printers Ltd. , Jaipur, was a firm which having a share capital was incorporated as a public limited company on the 21st January, 1944, under the Companies Act of the former Jaipur State. Petitioner No. 2 was the managing director of that company while petitioners Nos. 3 to 6, among others, were its directors at all relevant times. The last Annual General Meeting of the company was held on the 24th December, 1952. Thereafter no such meeting was held until the 11th January, 1957. The petitioners were, therefore prosecuted at the instance of the Registrar of Companies, Rajasthan, for not having held a general meeting under Section 76 of the Indian Companies Act, No. VII of 1913 hereinafter referred to as the Act and for not submitting the annual list of its members and the various other particulars under Section 32 (3; of the Act and for not laying before the Company in general meeting a balance-sheet and a profit and loss account under Section 131 (1) and for not sending three copies of such balance-sheet and profit and loss account to the Registrar under Section 134 of the said Act with respect to the years 1953 to 1956. It is also alleged that notices were issued from time to time to the Company and its officers asking them for compliance with respect to the provisions aforementioned but without any effect.
(3.)THE defence of the petitioners was that it was found some time towards the end of 1952 that the Company was working at a loss and so it was resolved that with a view to meet the claims of the various creditors of the Company, the Board of Directors be authorised to sell or otherwise dispose of all the fixed or liquid assets of the Company in one or more lots on such terms or conditions as the Board should think fit and the directors were further authorised to take all the necessary steps to achieve this end. It was also pleaded that the directors in their meeting dated the 24th December, 1952, had decided to transfer the total assets of the Company to Messrs. Indermal Chandmal, a firm of the managing director Chandmal against the entire debts due from the Company, and that the petitioner Chandmal had taken upon himself the entire responsibility with respect to the affairs of the Company from December 1952 onwards. The petitioners, other than Chandmal, therefore, contended that they were not responsible for calling the General Meetings or doing the various other acts with respect to which they had been prosecuted. So far as the petitioner Chandmal is concerned, he admitted that he was the managing director of the Company front 1958 to 1956 but his defence was that as he had to go to Indore on account of unavoidable business commitments he could not call the General Meeting or carry out the various other functions which he was required to do under the Act but has defaults were not made wilfully, and, therefore, he prayed for condonation under Section 281 of the Act.
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