Judgment

ALAGIRISWAMI, J.:- This is an appeal against the judgment of the Full Bench of the Andhra Pradesh High Court reported in AIR 1970 Andh Pra 70. It arises out of a complaint filed against the 1st respondent company and its directors for failure to file with the Registrar of Companies on or before 30-10-1967 the balance-sheet and profit and loss account of the company as required under Section 220 (1) of the Companies Act, 1956, which is punishable under sub-section (3) of that section. Admittedly no general body meeting had been held and, therefore, the balance-sheet and profit and loss account had not been laid before a general body meeting nor could it be so laid.

2. The Full Bench speaking through Jaganmohan Reddy, C. J., as our learned brother then was, held that if no balance-sheet is laid before a general body, there can be no question of that balance-sheet not being adopted nor of complying with the requirements of Section 220 and though wilful omission to call a general body meeting and to lay the balance-sheet and profit and loss account before it may expose the person responsible to punishment under other provisions of the Act, it certainly does not make him liable under the provisions of Section 134 (2) of the Companies Act, 1913 or Section 220 of the Companies Act, 1956. In this the Bench was taking a view contrary to that of most of the High Courts after the decision of this Court in State of Bombay v. Bandhan Ram Bhandani, (1961) 1 SCR 801. In that case this Court had taken the view that a person charged with an offence cannot rely on his default as an answer to the charge and so, if he was responsible for not calling the general meeting, he cannot be heard to say in defence to the charges brought against him that because the general meeting had not been called, the balance-sheet and profit and loss account could not be laid before it. In that case the directors of a company were prosecuted under Sections 32 (5) and 133 (3) of the Companies Act, 1913, for breaches of Sections 32 and 131 of that Act, for having knowingly and wilfully authorised the failure to file the summary of share capital for the year 1953 and being knowingly and wilfully parties to the failure to lay before the company in general meeting the balance-sheet and profit and loss account as at March 31, 1953.

3. The Bombay High Court, however, following its earlier decision in Emperor v. Pioneer Clay and Industrial Works Ltd., ILR (1948) Bom 86 had upheld the acquittal of the directors by the Presidency Magistrate. Referring to the decision of the Bombay High Court in that case this Court pointed out that that decision turned on Section 134 of the Companies Act, 19l3 the language of which was to a certain extent different from the language used in Sections 32 and 131 and refrained from going into the question whether the difference in language in Section 134 on the one hand and Sections 32 and 131 on the other made any difference to the decision of the case. After referring to the decisions in Gibson v. Barton, (1875) 10 QB 329; Edmonds v. Foster, (1875) 45 LJ MC 41 and Park v. Lawton, (1911) 1 KB 588, where it was held that a person charged with an offence could not rely on his own default as an answer to the charge, and so, if the person charged was responsible for not calling the general meeting, he cannot be heard to say in defence to the charge that the general meeting had not been called, and that the company and its officers were bound to perform the condition precedent if they could do that, in order that they might perform their duty, this Court considered that as the correct view to take.

4. As we have noticed, this Court was not dealing there with the provisions of Section 134 of 19l3 Act which corresponds to Section 220 of the 1956 Act. That question now directly arises for decision in this case. As we said earlier, most of the High Courts which have considered this question after the decision of this Court have proceeded on the bas