1981 (4) TMI 229 - HC - Companies Law

Conviction & Fine Set Aside for Failing to File Annual Return

The court set aside the conviction and fine imposed under section 162 of the Companies Act, 1956, finding no mens rea on the part of the petitioners for ... Annual return - General Issues:Conviction under section 162 of the Companies Act, 1956 for contravention of section 159 - Failure to file annual return.Analysis:The case involved a revision application against a judgment convicting the petitioners under section 162 of the Companies Act, 1956 for contravening section 159 by failing to file the annual return. The complaint alleged that the company and its directors were obligated to file the annual return with the Registrar of Companies, Bihar, by a specified date, but they failed to do so. The defence argued that the company had not been conducting business since its incorporation and had requested to strike off its name from the register under section 560 of the Act. The prosecution contended that since the Registrar did not accede to the request, the obligation to file the annual return continued. The court examined the provisions of section 560, which allow striking off a defunct company from the register. The Registrar's response to the company's request indicated that the company had no business activity, the sole ground for striking off under section 560. Consequently, the court found no mens rea on the part of the petitioners for not submitting the annual return, leading to setting aside the conviction and fine imposed under section 162.This judgment highlights the importance of understanding the statutory obligations under the Companies Act, particularly regarding filing requirements and the consequences of non-compliance. It also underscores the significance of communication between companies and the Registrar of Companies, as evidenced by the exchange of letters regarding the company's status and request for striking off. The court's interpretation of mens rea in this context serves as a reminder of the intent element crucial in determining liability under the Act. The decision provides clarity on the application of section 560 and the Registrar's discretion in striking off defunct companies, emphasizing the need for adherence to prescribed procedures. Ultimately, the judgment emphasizes the need for a nuanced approach in assessing compliance with statutory provisions and the presence of intent in determining culpability for non-compliance.