Transitional deeming provisions do not exempt pre-existing offices of profit from later special-resolution approval requirements.

A Magistrate may dispense with a complainant's personal attendance where the governing provision confers discretion, so non-appearance at every hearing did not justify dismissal. Section 314 of the Companies Act, 1956 imposed a substantive restriction on offices of profit held by directors and their relatives unless approved by special resolution, and section 652 was only a transitional deeming provision. It did not preserve pre-existing appointments from the new approval requirement. Accordingly, companies in existence on the Act's commencement had to regularise such offices by obtaining the statutory resolution.

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Issues: (i) Whether the complaint was liable to dismissal because the complainant was not personally present at each hearing; (ii) Whether section 652 of the Companies Act, 1956 saved pre-existing directors and their relatives from the requirement of approval by special resolution under section 314.

Issue (i): Whether the complaint was liable to dismissal because the complainant was not personally present at each hearing.

Analysis: The provision governing attendance vested a discretion in the Magistrate to dispense with the personal attendance of the complainant. The Magistrate had exercised that discretion on the facts of the case and treated personal attendance as unnecessary.

Conclusion: The objection failed and was rightly overruled.

Issue (ii): Whether section 652 of the Companies Act, 1956 saved pre-existing directors and their relatives from the requirement of approval by special resolution under section 314.

Analysis: Section 314 introduced a substantive restriction on the holding of offices of profit by directors and their relatives unless approved by special resolution. Section 652, properly construed, was only a transitional provision deeming persons already appointed under earlier company law to have been appointed under the new Act. It did not preserve an existing practice that the new Act sought to prohibit. Companies already in existence when the Act came into force were required to regularise such offices of profit by obtaining the statutory special resolution.

Conclusion: Section 652 did not save the accused company, and the acquittal on that basis was incorrect.

Final Conclusion: The appeal succeeded, the acquittal was set aside, and the matter was directed to proceed according to law.

Ratio Decidendi: A transitional deeming provision continuing existing appointments under a new Companies Act does not exempt pre-existing offices of profit from a newly imposed statutory requirement of approval by special resolution.

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