Liability of directors of the company to discharge the duties interested by the Company.

RAMASWAMI J.

These are four connected revisions arising from prosecutions under the Indian Companies Act, 1913.

The revision petitioners in Crl. R.C. No. 772 of 1956 were prosecuted for not filing within 21 days after the date of the first or only ordinary general meeting in the year 1952, a complete list of members and summary under section 32, clause (3), of the Indian Companies Act. The revision petitioners in Crl. R.C. No. 773 of 1956 were prosecuted for not filing within 21 days after the date of the first or only general meeting in the year 1953 a complete list of members and summary under section 32, clause (3), of the Indian Companies Act. The revision petitioners in Crl. R.C. No. 774 of 1956 were prosecuted for not laying the balance sheet and profit and loss account for the year 1952 at a general body meeting held during the year 1953 as required by section 131(1) of the Indian Companies Act. The revision petitioners in Crl. R.C. 775 of 1956 were prosecuted for not laying the balance sheet and profit and loss account for the year 1953 at a general body meeting held during the calendar year 1954 as required by section 131(1) of the Indian Companies Act.

The facts leading to the institution of these prosecutions are as follows : The Arcot Citizen Bank Ltd. was registered as a public limited company under the Indian Companies Act on 2nd November, 1935. It has a registered office in Nos. 48 to 51 Bazar Street, Arcot. Sri A. E. Chandrasekhara Nayagar, the second revision petitioner, was the supervising director and the other petitioners were the directors of this bank. On 18th May, 1955, the Registrar of Companies appointed by the Central Government assumed charge of the companies in the State of Madras. A list of members and summary made upto 22nd July, 1952, which should have been submitted within 21 days after the date of the first ordinary general body meeting held on that date, was not furnished. An incomplete list was received on 30th August, 1952, by the Assistant Registrar of Joint Stock Companies, Vellore, along with a covering letter, Exhibit P. 2, signed by accused 2 as the supervising director of the said bank. This was returned for rectification and complete furnishing of information, as required under law. But in spite of several reminders a completed correct list was not submitted and there was no compliance with section 32 of the Indian Companies Act.On 21st October, 1953, the first ordinary general body meeting for the year 1953 was held. A list of members and summary made upto 21st October, 1953, which should have been submitted within 21 days after the date of said meeting was not field in spite of several reminders. A balance sheet and profit and loss account for the year ending 31st December, 1952, was not laid before the meeting as required by the Indian Companies Act. On 30th December, 1954, there was a general body meeting of the bank at Arcot and in that meeting a balance sheet and profit and loss account for the year ending 31st December, 1953, was not laid as required by the companies Act.

The plea of the accused persons in all these cases was nothing more than an argument drawn from misery. In the case of the bank, which is accused 1, it was urged that a correct and complete return could not be re-submitted as a number of accounts and registers of the bank were filed in civil and criminal proceedings arising out of embezzlement cases, and auditors could not therefore be appointed for preparation of the balance sheet and profit and loss account in time. In the case of the director accused, the plea was that they had not knowingly or willingly committed default. The ordinary directors blamed the supervising director and stated that he was in charge of the entire day to day administration of the company.

The learned Sub-Divisional Magistrate did not accept the pleas of the accused and convicted them as charged and sentenced them to pay fines. The convicted persons have preferred these revis