ORDER

B.N. Lokur, J. - The Applicant Shyam Sunder Jhunjhunwala is a Director of Messrs Lakshmi Devi Sugar Mills Private Ltd. Under Article 64 of the Articles of Association of the Company, the number of Directors of the Company is to be not less than four and not more than thirteen until otherwise determined by a General Meeting of the Company. Article 65 provides that the four persons named therein, representing their respective families, shall be the permanent Directors of the Company, not liable to retirement by rotation. Under Article 66(a) the Directors have the power to appoint any other persons to be the Directors, subject to the maximum number of Directors fixed by Article 64. At the time relevant to the present; case, the number of Directors was twelve and the Applicant was one of those nominated Under Article 66(a).

2. The Company land its twelve Directors were prosecuted by the Registrar of Companies for non-compliance of the provisions of Section 220 of the Companies Act, 1956. The Company as well as eleven of the twelve Directors pleaded guilty and were convicted and sentenced; the Applicant, however, contended that the non-compliance of the provisions of Section 220 was