RAJAMANNAR C.J.

The learned Advocate-General intimated to us that this appeal against the judgment of RAMASWAMI GOUNDER J. has been filed by the Registrar of Joint Stock Companies, Madras, to obtain a ruling from this court on the correct interpretation of the proviso to Section 131(1) of the Indian Companies Act. The respondent, a limited company, was incorporated on November 1, 1951. Under Section 131(1) of the Act, the directors of every company have, at some date not later than 18 months after the incorporation of the company, to lay before the company in general meeting a balance sheet and profit and loss account. The directors of the respondent company, therefore, had to lay before the general meeting of the company a balance-sheet and the profit and loss account on or before April 30, 1953. For various reasons, with which we are not concerned, the directors were unable to do so. They, therefore, applied to the Registrar to extend by three months the time within which they could do so. The Registrar declined to extend time on the ground that he had no power to grant the extension. Section 131(1) runs thus

"The directors of every company shall at some date not later than eighteen months after the incorporation of the company and subsequently once at least in every calendar year lay before the company in general meeting a balance-sheet and profit and loss account or in the case of a company not trading for profit an income and expenditure account for the period, in the case of the first account since the incorporation of the company and in any other case since the preceding account, made up to a date not earlier than the date of the meeting by more than nine months or in the case of a company carrying on business or having interests outside India by more than twelve monthsProvided that the Registrar may for any special reason extend the period by a period not exceeding three months."

The application for extension of time was made by the company under the proviso. The view taken by the Registrar was that the power to extend was confined to the period of nine months or twelve months mentioned in the latter half of the sub-section, and could not be exercised in respect of the time fixed for the first account since incorporation. On an application filed in this court under Section 45 of the Specific Relief Act, the learned Judge RAMASWAMI GOUNDAR J. took a contrary view. He held that the power could be exercised even in respect of the time fixed for the first account since incorporation. The question involved in this appeal is whether the construction of the learned Judge is right

Section 131(1) as it now stands was substituted for the original subsection by the Indian Companies (Amendment) Act, 1936 (Act XXII of 1936), Section 69. The original sub-section ran thus

"Every company shall, once at least in every year and at intervals of not more than fifteen months, cause the accounts of the company to be balanced and a balance-sheet to be prepared." *

Obviously, the new sub-section was a substantial reproduced of Section 123(1) of the English Companies Act of 1929, which was in the following terms

"The directors of every company shall at some date not later than eighteen months after the incorporation of the company and subsequently once at least in every calendar year lay before the company in general meeting a profit and loss account or, in the case of a company not trading for profit, an income and expenditure account for the period, in the case of the first account, since the incorporation of the company and, in any other case, since the preceding accounts made up to a date not earlier than the date of the meeting by more than nine months, or in the case of a company carrying on business or having interests abroad, by more than twelve monthsProvided that the Board of Trade, if for any special reason they think fit so to do, may, in the case of any company, extend the period of eighteen months aforesaid, and in the case