Pre-trial company-law noncompliance and retrospective regularisation bar prosecutions under repealed prohibition where later statute permits approval.

Pre-trial requirements directing company-law authorities to obtain reference to the prescribed authority were treated as regulatory steps for the authorities, not as conditions affecting the criminal court's jurisdiction, so their breach did not invalidate the trial. The note also states that a later Companies Act scheme retrospectively allowed earlier loans and guarantees to be regularised by obtaining approval within the prescribed time, making prosecutions under the repealed prohibition inconsistent with the new policy. In the absence of any contrary intention preserving the old liability, prosecution under section 86D of the Indian Companies Act, 1913 was described as not maintainable after the later enactment.

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Issues: Whether non-compliance with the pre-trial requirements concerning prosecution of delinquent directors vitiated the trial, and whether prosecution for contravention of section 86D of the Indian Companies Act, 1913 remained maintainable after the enactment of section 295 of the Companies Act, 1956.

Analysis: The provisions requiring reference to the prescribed authority before launching prosecution were treated as regulating the actions of the company-law authorities and not as controlling the jurisdiction or validity of the criminal court's trial. Their non-observance was therefore held to be a pre-trial irregularity and not a defect that could invalidate a conviction. On the substantive question, the later Act was read as introducing a retrospective scheme under which earlier loans and guarantees could be regularised by obtaining approval within the prescribed time. In that setting, the continuation of prosecutions under the repealed prohibition was held to be inconsistent with the new statutory policy, and no contrary intention was found to preserve liability under the old provision.

Conclusion: The objection based on non-compliance with the preliminary procedural provisions failed, but the prosecution under section 86D of the Indian Companies Act, 1913 was held to be not maintainable after the new Act, and the convictions were set aside.

Final Conclusion: The revision succeeded because the petitioners could not be convicted under the repealed prohibition once the later statutory scheme permitted regularisation of the transactions and did not preserve the old prosecution.

Ratio Decidendi: A pre-trial statutory requirement aimed at company-law authorities does not vitiate a criminal trial, and where a later enactment retrospectively permits regularisation of earlier transactions, prosecution under the repealed prohibition is unavailable absent a contrary intention.

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