Civil excuse for honest officers cannot bar criminal prosecution; injunctions against prosecution denied when no company loss.

Provision construed as a civil remedy tied to proceedings addressing negligence, default, breach of duty, misfeasance or breach of trust and empowers courts to excuse officers who acted honestly and reasonably, but it does not permit restraining criminal prosecution or grant anticipatory relief against criminal proceedings; where no pleaded or established loss to the company arose from non-preparation or non-submission of accounts and statutory late-filing remedies remained available, the civil excuse mechanism was not engaged and the petition seeking injunction against prosecution and extension for holding the AGM and filing accounts was dismissed.

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Issues: Whether petitioners are entitled under Section 633(2) of the Companies Act, 1956 to anticipatory relief excusing them from liability or restraining the Registrar of Companies from initiating criminal proceedings and whether time should be extended for holding annual general meeting and filing statutory accounts.

Analysis: Section 633(2) contemplates an application connected to proceedings under Section 633(1), which addresses civil liability for negligence, default, breach of duty, misfeasance or breach of trust and permits the court to excuse an officer who has acted honestly and reasonably. The provision is therefore read in the context of civil proceedings to determine civil liability and does not provide for restraining criminal prosecution. In the present facts there is no pleaded or established loss to the company arising from non-preparation or non-submission of accounts, and the registrar's communication related to requirement to submit returns and pay late fees. The notice issued in 1983 had not led to prosecution and statutory remedies for filing with late fees remained available.

Conclusion: Relief under Section 633(2) of the Companies Act, 1956 is not available to restrain criminal proceedings and does not permit anticipatory relief of the nature sought; the petition for the reliefs claimed is dismissed (against the petitioners - in favour of the respondent).

Ratio Decidendi: Section 633(2) of the Companies Act, 1956 is confined to applications concerned with civil liability under Section 633(1) and cannot be used to obtain injunctive relief against criminal prosecution; absence of loss to the company precludes the civil excuse mechanism from being engaged.

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