Imposition of separate sentences for distinct offence.

This is a criminal revision case which has been filed against the conviction and sentence of the Fourth Presidency Magistrate, G.T., Madras, in C.C. No. 4903 of 1951.

The facts are: The petitioner before us, B.N. Viswanathan, who was the fourth accused in the lower Court was one of the Directors of the Madras Electrical Industries Ltd., by its Managing Agents, the Indian Trades and Investments, Ltd. This fourth accused appears to have had the controlling interest in the Managing Agency because out of the ten shares of the Managing Agency concern, nine belongs to his wife, for whom he acts, and one belongs to this accused as pointed out by Mack, J., in his order in O. P. No. 1028 of 1951. This accused has also given his address as 310-311, Linghi Chetti Street, to the Assistant Registrar of Joint Stock Companies and this is the address of the Managing Agency concern, the Indian Trades and Investments Ltd., also.

In these circumstances on account of the internecine quarrels which seem to have dogged the footpath of this firm from the beginning the company laid its last balance-sheet and profit and loss account before the General Body meeting held on 31st March, 1949. No balance-sheet and profit and loss account had been laid before a General Body meeting of the company before 30th June, 1950, as should have been done under the provisions of section 131(i) of the Indian Companies Act. Therefore, this petitioner and three others were charged for an offence under section 131(1) of the Indian Companies Act. This accused was convicted and he was sentenced to pay a fine of Rs. 50.

It is also seen that this petitioner has also been put up along with other Directors for not holding a General Body meeting under section 76 of the Indian Companies Act. It is undisputed that all these directors got convicted under section 76 and fines were imposed on them and this Court refused to interfere in revision.

The case for this petitioner now as set out by him in paragraphs 9 and 10 of the memorandum of revision is as follows:

“The learned Magistrate failed to appreciate the provisions of sections 76, 131 and 133 of the Indian Companies Act, that it is mandatory under section 76 of the said Act to hold an annual meeting within a calendar year and it is only discretionary to hold other general meetings and that the balance-sheet of a company should also be presented only at an annual meeting and not in other meetings and erred in giving double punishment, once for not holding a meeting and again for not laying the balance-sheet before a meeting which was not held. The learned Magistrate should have held on a construction of sections 76 and 131 that they have reference that the mandatory nature, of the sections referred to the annual balance-sheet and annual meeting. The learned Magistrate ignored the constitution of the company as embodied in the Articles of Association of the Company with supplementary provisions under the Indian Companies Act, wherever the Act was permissive and erred in holding that two different meetings were contemplated under sections 76 and 135 of the Indian Companies Act.”

This contention, that no offence has been made out inasmuch as no General Body meeting was held within, the period prescribed and therefore no question of placing balance-sheet arose and that the charge against him as it stands is misconceived and that no offence has been committed by him on that footing has been examined by me in a parallel case in Appayya v. State1. I followed the Bench decision of the Calcutta High Court in Debendranath Das Gupta v. Registrar of Joint Stock Companies2, and the English decision in Park v. Lawton3, and held that the Director could not be allowed to rely upon his own default for arranging to hold a General Body meeting in order to establish his innocence. Then I cited with approval Bhagirath v. Emperor4, and pointed out that the argument drawn from misery by the Director that he was helpless and circumstances forced him