Failure to place statutory accounts cannot be excused by a director-created non-holding of the AGM; criminal liability follows.

Directors' failure to place the company's balance-sheet and profit and loss account before the AGM as required by statute constitutes an offence under the penal provision; directors cannot rely on the non-holding of the AGM as a defence if that non-holding results from the company's or directors' own default. The court applied principles distinguishing statutory duty from procedural default, rejected the respondents' defence of non-convening of the meeting, and affirmed conviction under the penal provision while imposing a lenient fine in view of subsequent prompt compliance.

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Issues: (i) Whether the respondents, being directors, committed an offence under section 210(5) of the Companies Act, 1956 by failing to place the balance-sheet and profit and loss account for the year ending 31st March 1970 before the annual general meeting by 30th September 1970, notwithstanding that the annual general meeting was not held by that date.

Analysis: The legal framework involves the obligation under section 210(1) of the Companies Act, 1956 to place the company's balance-sheet and profit and loss account before the annual general meeting and the penal provision under section 210(5) for failure to comply. Sections 166, 168 and 220 were considered to distinguish the nature of offences and relevant defences. Established principle applied: where a company or its directors fail to comply with statutory requirements like section 210(1), they cannot rely upon their own default (non-holding of meeting) as a defence to escape liability under the penal provision in section 210(5). The respondents did not dispute non-placing of the accounts; they relied on the non-holding of the meeting, which is their own default and not a permitted defence under the statutory scheme.

Conclusion: The respondents are guilty of the offence under section 210(5) of the Companies Act, 1956; the acquittal is set aside and the respondents are convicted. Having regard to prompt compliance shortly thereafter, a lenient sentence of a fine of Rs. 50 each (in default one week S.I.) is imposed.

Ratio Decidendi: Failure by a company or its directors to place the balance-sheet and profit and loss account as required by section 210(1) of the Companies Act, 1956 cannot be excused by relying on the non-holding of the annual general meeting when that non-holding arises from the company's or directors' own default; such default does not constitute a defence to prosecution under section 210(5) of the Companies Act, 1956.

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