No general body meeting conveyed within the stipulated period.

These are five connected cases filed against appeals filed against the convictions and sentences of the Additional First Class, Magistrate, Vijavawada in C.C. Nos. 178 and 179 of 1949.

The facts are brief; The petitioners before us are the directors of Sri Gopalakrishna Motor Transport Company, Limited and whose affairs were the subject-matter of investigation till recently on the original side of the High Court How this company came into existence was as follows:These directors were originally competing bus owners running a few buses each. The Government of Madras then insisted that groups of 20 buses should be formed into fleets and then only they would be allowed to operate as public transport vehicles. Therefore by reason of this requirement the erstwhile warring competitors were thrown together. It is not too much to say that it was more like a case of a number of wild cats being thrown into a cage and asked to live amicably thereafter. It needed therefore no astrologer to forecast the future of such a company. The company was incorporated under the Indian Companies Act of 1913 as Joint Stock Company limited by shares on 20th December, 1944, having its registered office at Vijayawada Sri Veeramachaneni Seethayya became the Managing Director and the other petitioners became the directors. According to section 131(1) of the Indian Companies Act the first balance sheet must be placed before the general body meeting not later than 18 months after the date of the incorporation and subsequently the balance sheet should be placed before the general body once in every calendar year. No balance sheet was placed before the general body meeting and not even the first balance sheet in the general body meeting which was managed to be held in 1947. The balance sheets up to and including 14th November, 1945 and from 15th November, 1945 to 31st December, 1945, were prepared in 1948. I may point out for completeness of information that the petitioners became Managing Director and directors from 1st July, 1946 and the first general body meeting was held on 19th June, 1946 and as I just pointed out before, no balance sheet was placed before it. The balance sheet was only adopted by the general body only in 1948 Therefore the Assistant Registrar of Joint Stock Companies, Kistna at Masulipatnam filed a complaint under section 131(1) of the Indian Companies Act read with section 133(3) against Seethayya and five others for their failure, being the directors of Sri Gopala Krishna Motor Transport Company, Ltd., Vijayawada, to place the balance sheet before the General Body meeting of the company as required by the Act.

The case for Seethayya is that no offence has been made out against him because, inasmuch as no general body meeting was held within the period prescribed, no question of placing the 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. The case for the ordinary directors is that there has been no wilful default on their part and that owing to circumstances beyond their control the placing of the balance sheet could not be done and hence they are not guilty.

The learned First class Magistrate found all these persons guilty as charged and fined the Managing Director Rs. 500 and fined the other directors Rs 250 each. On appeal the fines and default sentences were halved by the learned Sessions Judge, Krishna at Masulipatnam.

The two points taken in the lower Court have been taken by the petitioners before me also. There are found to be without any substance. I shall deal wit them one by one. As regards the case of the Managing Director, it is quite true that a decision of the Bombay High Court relied on by learned counsel for Seethayya (Managing Director) reported in Emperor v. Pioneer Clay and Industrial Works1, lends support to the contentions of Seethayya. In that case it is laid down that what is made penal by section 134(4) is default