- (1.) THESE eight rules have been issued upon applcations made on behalf of the three Directors of a particular Company who were prosecuted under several scetions of the Companies Act, 1956, for several defaults of compliance with particular requirements of that Act in the matter of holding Annual General meeting of the Company, laying balance sheets in the Annual General meeting and filing annual returns and filing of the balance sheets with the Registrar in respect of two yeras, one ending with 30th June, 1960, and another ending with 30th June, 1961. Rules Nos. 483 and 484 of 1964 relate to filing of annual returns for those two years respectively, Rules Nos. 485 and 486 of 1964 relate to holding of Annual General Meeting for those two years respectively, Rules Nos. 487 and 488 of 1964 relate to laying of balance sheets in the Annual Meeting for those two years respectively and Rules Nos. 489 and 490 of 1964 relate to filing of copies of balance sheets with the Registrar.
(2.) AT the trial, the learned Presidency Magistrate found that the defaults had occurred despite the efforts of the Directors of the Company to comply with the provisions of the Act, because two days after the closing of the financial year on 30th June, 1960, all books of account and other records of this Company were seized in connection with a proceeding for winding up of the Company ; this seizure took place on 2nd July 1960. The proceeding for winding up of the Company ended by the dismissal of that application and the records and books of account of the company that were remaining with the official Liquidator during that proceeding were returned to the Company only on 19th January, 1963. Thereafter the company filed the returns and balance sheets etc. for the two years relevant for the purpose of these cases with the registrar on 20th July, 1963. But the registrar has returned all those on the grounds that additional fees payable under section 611 (2) of the Companies act not having been paid, those filings were not regular and unacceptable. The Registrar returned those documents on 23rd July, 1963. In the meantime, however, on 27th march 1963 upon a complaint filed on behalf of the Registrar, the present prosecution had commenced. In consideration of all these facts, the learned presidency Magistrate held that the Directors were all along anxious to take necessary steps for compliance with the provisions of the Companies Act in respect of which they have been charged for default and acquitted all the accused persons in each of the eight cases above-mentioned. In making that order of acquittal, however, the learned Presidency Magistrate directed under section 614a that the accused Directors in these eight cases will file all the arrear returns and accounts with the Registrar of Companies with requisite additional fees by 30th april, 1964. This order of the Presidency Magistrate was made on 26th february 1964. On 27th April 1964, the three petitioners moved this Court in each of these eight cases and Rules issued. Ad interim stay was granted of the operation of the order complained of.
(3.) APPEARING in support of these rules, Mr. T. K. Ghosh on behalf of the petitioners has contended that upon the findings arrived at by the learned Presidency Maigstrate, the order made under section 614a of the Companies Act particularly the direction to pay the additional fees payable under section 611 of that Act has been erroneous, improper and illegal. Mr. Ghosh's contention is that each of the omissions for which prosecution had been launched in each of these eight cases were dependant on a general meeting of the company having been held; the learned Presidency Magistrate has himself found that the delay in that respect was no fault on the part of the Directors of the Company who were accused before him, because despite their efforts, the books of accounts not being available to them, the requirements of the Companies Act could not be complied with. In fact, the learned Presidency magistrate has acquitted these three petitioners not only of the other defaults but also of the default in holding the Annual General Meetings in respect of the two years. It has also been found by the learned Presidency magistrate that after the books of account of the Company were returned to the Company by the Official Liquidator on 19th January 1963 within six months therefrom the Company had filed the returns and documents for default of which they have been prosecuted. It is true that on a notion that the additional fee under section 611 (2)of the Companies Act was payable for those filings the Registrar has refused to accept the documents and has returned them. But Mr. Ghosh points out that there is no finding at all by the presidency Magistrate that he "thought fit to do so" as is mentioned in section 614a of the Act yet the learned Presidency Magistrate has made the order. Mr. Ghosh relied on the materials on the record and emphasised on the findings arrived at by the learned Presidency Magistrate for contending that in the facts and circumstances of these cases the Presidency Magistrate should not have thought fit to make an order under section 614a of the Act. Mr. Ghose however, made it clear that his real complaint was not so much against the direction to file the returns and accounts but is truly against that part of the order wherein the learned Presidency Magistrate has directed to pay the additional fees.;