AI OCR 
TaxTMI 
TaxTMI 
TaxTMI 
1960 (9) TMI 30
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.... knowingly and wilfully authorised the failure to file the summary of share capital for the year 1953 and thereby became punishable under sub-section (5) of section 32 of the Act, for a default in carrying out the requirements of that section. The second offence was that they were knowingly and wilfully parties to the failure to lay before the company in general meeting the balance-sheet and profit and loss account as at March 31, 1953, and thereby became punishable under section 133(3) of the Act for a default in complying with the requirements of section 131. There was a separate trial in respect of each offence. The learned magistrate found that no general meeting of the company had been held in the year concerned. Following Imperator v....
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....ecifying various particulars mentioned in it. Sub-section (3) states that the list and summary shall be completed within twenty-one days after the day of the first or only ordinary general meeting in the year and the company shall forthwith file a copy with the Registrar together with a certificate from a director or the manager or the secretary of the company that the list and summary state the facts as they stood on the day aforesaid. Sub-section (5) contains the penal provision, that "If a company makes default in complying with the requirements of this section, it shall be liable to a fine not exceeding fifty rupees for every day during which the default continues, and every officer of the company who knowingly and wilfully authorises o....
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....d the meeting, he cannot defeat the provisions of the section simply by not calling the meeting wilfully. It is true that under section 76 of the Act a general meeting of a company has to be held once at least in every calendar year and if a default is made, the company and every director or the manager of the company who is knowingly and wilfully a party to the default shall be liable to a fine not exceeding five hundred rupees. That, however, is, in our opinion, no reason for saying that a person charged with a failure to "file the list and summary as required by section 32 where a meeting had not been held, could only be prosecuted under section 76 and not under section 32. Section 76 imposes an obligation to hold a meeting and attaches....
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....een v. Newton [1879] 48 L.J.M.C. 77, where it having been proved that the general meeting was not held, the persons charged with the default were acquitted. That case, however, is clearly distinguishable, "because the decision proceeded on the ground that, the summons having alleged in terms that the default was made after the general meeting had been held, it became essential to prove when the meeting was held as a matter of fact, and in the absence of proof the court held that the summons was rightly dismissed." In this case Cockburn C.J. expressed some doubts about the correctness of the decision in Edmonds v. Foster [1875] 45 L.J.M.C. 41. In Park v. Lawton [1911] 1 K.B. 588 however. Lord Alverstone said that he was unable to share these....
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....d, it is impossible to remedy the default: see Buckley's Company Law (13th edition), page 311. Turning now to section 131, we find that it requires the directors of a company, once at least in every calendar year, to lay before the company in general meeting a balance-sheet and profit and loss account of the company. Sub-section (3) of section 133 makes the company and every officer of it who is knowingly and wilfully a party to the default in carrying out the provisions of section 131, punishable with fine which may extend to five hundred rupees. As in the case of section 32 and for the same reasons, here also it is no defence to the charge for breach of section 131 to say that a meeting was not called. As regards Imperator v. Pioneer Cl....