Statutory prerequisite for filing accounts under company law cannot be bypassed by treating failure to hold the general meeting as liability.

Under section 220 of the Companies Act, 1956, the obligation to file the balance-sheet and profit and loss account arose only after those accounts had been laid before the general meeting. The Supreme Court of India held that failure to convene that meeting could not be used to found liability for non-filing under a penal provision, and the statutory language could not be expanded by analogy or convenience. Because the prerequisite general meeting had not been held, no offence under section 220 was established and the prosecution was not maintainable.

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Issues: Whether failure to hold the annual general meeting could be relied upon as a defence to a prosecution for non-filing of the balance-sheet and profit and loss account under section 220 of the Companies Act, 1956.

Analysis: The statutory scheme made the filing obligation arise only after the balance-sheet and profit and loss account had been laid before the company in general meeting. The Court distinguished provisions where the default complained of was independent of the accused's own omission to convene the meeting, and held that the language of section 220 was materially different. In a penal provision, the plain words could not be enlarged on the basis of analogy with other sections or on the supposed inconvenience caused by the accused's own failure to perform an earlier statutory step.

Conclusion: The failure to hold the general meeting did not create liability under section 220 of the Companies Act, 1956. The prosecution under that provision was not maintainable on the facts.

Final Conclusion: The appeal failed because no offence was made out under section 220 where the statutory prerequisite of laying the accounts before the general meeting had not been satisfied.

Ratio Decidendi: Where the statutory obligation to file accounts arises only after they have been laid before the general meeting, the absence of such meeting means the offence under that provision is not established, and the accused's own failure to convene the meeting cannot be treated as the basis of liability under that section.

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