It is the duty of the Directors to call a general meeting for discharge of liabilities imposed upon them by provisions of the Act and they do make themselves liable for the consequences for not discharging those liabilities by not calling a general meeting of the Company.

Shambhu Prasad Singh, J.

1. These two appeals by the State of Bihar have been heard together and this judgment will govern both of them.

2. Respondent No. 1 of Government Appeal No 38 of 1965 is a private company incorporated under the Companies Act, 1956 , having its registered office at Jamal Road. Patna. Respondents Nos. 2 to 6 are Directors of the Company. Respondents Nos. 1 to 5 of Government Appeal No. 39 of 1965 are same is respondents Nos. 2 to 6 of the other appeal.

3. The Company and its Directors failed to file with the Registrar of Companies, Bihar, Patna, by 12-8-1962 at the latest, three copies of the Companys balance sheet and other documents as provided in Sec.220(1) of the Companies Act, 1956, for the financial year of the Company which ended on 31-12-61. A notice (Ext. 1) drawing the attention of the Company and its Directors to the said default and stating inter alia therein that the annual general meeting of the Company ought to have been held on 30-6-62 and the documents mentioned above filed with the Registrar of the Companies, Bihar, Patna. by 12-8-62, was issued to them on 25-8-62. They were also asked to make good the defaults within one month from the date of the issue of the said notice. Another notice (Ext. 1/1} was issued to them on 28-1-63 drawing their attention to the said default in spite of the notice (Ext. 1} and requesting them to make good the default within two weeks from the date of the issue of this notice, failing which it would be open to the Registrar of the Companies to launch prosecution against them without any further reference. The Company and its Directors failed to make good the default and on 30-7-63 a petition of complaint, alleging the aforesaid facts and stating that the Company had committed and the Director had knowingly and wilfully authorised or permitted, the default in complying with the provisions contained under Sec.220(1) of the Companies Act and thereby had committed an offence punishable under Sec.220(3} of the Act, was filed before the Sub-divisional Magistrate, Sadar, Patna, who took cognizance of the case and transferred it to a Munsif Magistrate exercising first class powers for disposal. The case was numbered as 563(2) of 1963. Government Appeal No. 38 of 1965 has arisen out of this case. The Directors of the Company did not lay before the Company in its annual general meeting, which should have been held, in pursuance of Sec.166 of the Companies Act, by 30-6-63 at the latest, its balance sheet and profit and loss account for the financial year which ended on 31-12-62. Two notices dated 31-8-63 and 3-12-63 (similar to the notices in the other case and which were also marked Exts. 1 and 1/1 in this case) for making good the default, were issued to the Directors and when they failed to com-ply in spite of them, another complaint alleging that by their failure to call annual general meeting of the Company and to lay before it the balance sheet and profit and loss account for the financial year ending on 31-12-62, the Directors had committed an offence punishable under Sec.210(5) of the Companies Act, was filed by the Registrar of Companies, Bihar, Patna, before the Sub-divisional Magistrate, Sadar, Patna on 10-1-64. Cognizance was taken in this case as well.

It was also transferred to a Munsif Magistrate exercising first class powers for disposal. This case was numbered as 12(2) of 1964. T. R. 66 of 1964 Government Appeal No. 39 of 1965 has arisen out of this case.

4. The defence of the respondents in general in the case under Sec.220(3) of the Companies Act was that as the auditors did not check the account in time and the balance sheet could not be made ready the annual general meeting of the Company was not called in time and that unless there was an annual general meeting there could be no question of filing with the Registrar of Companies, copies of Companys balance sheet and other documents. Two of the respondents, Parmeshwar Singh and Srinandan P