( 1 ) THE question of law that arises in both these appeals is common. Hence, we clubbed both the appeals and heard them together and they are being disposed of by this common judgment.

( 2 ) OSA No. 28 of 2001 is directed against the order dated 11-7-2001 passed in CA No. 478 of 2000 in CP No. 214 of 1998 by which order, the learned Company Judge convicted the appellant herein and sentenced him to suffer imprisonment for a period of six months. OSA No. 49 of 2001 is directed against the order dated 1-10-2001 in CA No. 478 of 2001 in CP No. 214 of 1998, by which order, the learned Company Judge convicted the appellant and sentenced him to suffer imprisonment for a period of six months in the purported exercise of the power conferred under Sub-section (5-A) of Section 454 of the Companies Act, 1956 (for short, the Act ) for the alleged default in complying with the requirements of Section 454.

( 3 ) THE impugned orders are made by the learned Company Judge under Sub-section (5-A) of Section 454 of the Act. Sub-sections (5) and (5-A) are relevant for the decision-making. They read as follows:"5. If any person, without reasonable excuse, makes default in complying wit