Section 91-B(1) of the Indian Companies Act prohibits directors from voting on contracts or arrangements in which they have a personal interest or conflict of interest.

These three appeals by the Public Prosecutor raise for consideration the proper interpretation of section 91-B(1) of the Indian Companies Act. The Magistrate before whom the accused in the several appeals were charged has held that there was no contravention of the provisions of this section and has by his judgment dated 31st January, 1956, acquitted the accused. It is from this order of acquittal that these appeals have been preferred. The learned Advocate-General appearing for the appellant urged that he desired to have a considered decision on the construction of the provision I have mentioned above but as I was clearly of the opinion that the decision of the learned Magistrate was correct, I did not think it necessary to issue notice to the accused under section 422, Criminal Procedure Code.

The facts which have given rise to these proceedings are as follows:-Messrs. Oakley Bowden & Co. (Madras), Ltd., is a public company registered under the Indian Companies Act. It is managed by the Board of three directors and under the Articles of the company the Board acts either at meetings or by resolutions passed by circulation.

On 2nd June, 1953, the Board of Directors which then consisted of T.P. Kaithan, V.S. Krishnaswami and V.S. Bhassin passed by circulation the following resolution:

"Resolved that the Chartered Bank of India, Australia and China, Madras; the Imperial Bank of India, Madras; the National Bank, of India Limited, Madras; the Indian Bank Limited, Madras; and the Eastern Bank Limited, Madras and Bombay, be and are hereby empowered, whether the Company’s account is in credit or overdrawn, to honour Cheques, Bills of exchange and Premissory notes, drawn, accepted or made on behalf of the company, by anyone of the two gentlemen:

"1. Sri T. P. Kaithan;

2. Sri V. S. Krishnaswami;

and act on any instructions and accept any receipts or other documents relating to the account transactions or affairs of the company, if so signed on behalf of the company".

All the three directors including the two named in the resolution signed in the minutes in token of the resolution being passed. On 22nd February, 1954, this resolution dated 2nd June, 1953, was cancelled and instead of the two directors named in the earlier resolution, one A. N. Kaithan, who was appointed to act on behalf of the company and on behalf of its managing agents, and was directed to operate on these accounts. By another resolution passed by circulation on 22nd February, 1954, V. S. Krishnaswami was instructed to communicate A. N, Kaithan’s appointment to the respective banks. I need only mention that the resolution of 22nd February, 1954, which was also passed by circulation was signed by T.P. Kaithan and V.S. Krishnaswami.

The Registrar of Joint Stock Companies filed the prosecutions C.C. No. 11913 to 11915 of 1955 complaining that the resolution dated 2nd June, 1953 and the two resolutions dated 22nd February, 1954, were in contravention of section 91-B(1) of the Indian Companies Act bringing the concerned directors T.P. Khaithan and V.S. Krishnaswami within the mischief of section 91-B(2). The resolution dated 2nd June, 1953, was the subject of complaint in C.C. No. 11913 of 1955 from which Criminal Appeal No. 307 of 1956 has been filed while the resolution dated 22nd February, 1954, cancelling the resolution dated 2nd June, 1953, formed the basis of the complaint in C.C. No. 11914 from which the Criminal Appeal No. 308 of 1956 arises and the resolution authorising V. S. Krishnaswami to communicate the resolution dated 22nd February, 1954 to the Banks was the subject of complaint in C.C. No. 11915 of 1955 which has led to Criminal Appeal No. 309 of 1956. T.P. Kaithan and Krishnaswami are the accused in C.C. Nos. 11913 and 11915 of 1955 while V. S. Krishnaswami who was instructed to communicate the resolution dated 22nd February, 1954 to the banks is the sole accused in C.C. No. 11914 of 1955.

Section 91-B which is said to have been contravened by the accused in