This revision case is filed by M. Ramachandra Bail, who was the second accused in C.C. No. 3475 of 1965 on the file of the learned Third Presidency Magistrate, Madras. He was prosecuted under section 282(2)(b)of the Indian Companies Act (I of 1956) (hereinafter called the Act), convicted and sentenced to pay a fine of Rs. 200, or in default, to suffer simple imprisonment for two months. Along with him, one other person was prosecuted as the first accused, but he was found not guilty and acquitted.

The question for consideration in this case, relates to the proper interpretation of the rule of retirement of directors in section 256 of the Act, in relation to the rule for the retiring age for directors prescribed in section 280, and finally the penal provision enunciated in section 282 of the Act. The circumstances of the case are briefly the following.

The petitioner, Dr. M. Ramachandra Bail, was born on 8th February, 1899. He completed 65 years on 8th February, 1964. He was elected as a director of the Mylapore Hindu Permanent Fund, Limited, which is a company as defined in the Act, at a General Body Meeting held on 28th July, 1962. At that time, he was less than 65 years old