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Registrar of Joint Stock Companies, Madras Vs. Dalmia Cement (Bharat) Ltd. - Court Judgment

LegalCrystal Citation
SubjectCompany
CourtChennai High Court
Decided On
Case NumberO.S. Appeal No. 82 of 1953
Judge
Reported inAIR1955Mad28; [1954]24CompCas485(Mad)
ActsCompanies Act, 1913 - Sections 131(1)
AppellantRegistrar of Joint Stock Companies, Madras
RespondentDalmia Cement (Bharat) Ltd.
Appellant AdvocateAdv. General and ;Govt. Pleader
Respondent AdvocateV.C. Gopalaratnam and ;L.V. Krishnaswami Iyer, Advs.
DispositionAppeal dismissed
Excerpt:
company - annual general meeting - section 131 (1) of companies act, 1913 - application for extension of period for convening first annual general meeting (agm) - dispute regarding power of registrar to extent period for convening first agm - nothing specifically provided in proviso to section 131 (1) - if registrar has power to extent period for other agm's then he can permit to extent period for first agm also. - - the two conflicting constructions placed before us were (1) that the period in the previous proviso refers only to the period of nine months or twelve months relating to the subsequent account and not to the period of eighteen months for the first account, and (2) 'the period' covers both the period of eighteen months as well as the periods of nine months and twelve..........date not later than 18 months after the incorporation of the company, to lay before the company in general meeting, a balance sheet and profit and loss account. the directors of the respondent company, therefore, had to lay before the general meeting of the company a balance sheet and the profit and loss account on or before 30-4-1953. for various reasons, with which we are not concerned, the directors were unable to do so. they, therefore, applied to the registrar to extend by three months the time within which they could do so. the registrar declined to extend time on the ground that he had no power to grant the extension. section 131(1) runs thus:2'the directors of every company shall at some date not later than eighteen months after the incorporation of the company and subsequently.....
Judgment:

Rajamannar, C.J.

1. The learned Advocate-General intimated to us that this appeal against the judgment of Ramaswami Goundar J. has been filed by the Registrar of Joint Stock Companies, Madras, to obtain a ruling from this Court on the correct interpretation of the proviso to Section 131(1), Companies Act.

The impendent, a limited company, was incorporated on 1-11-1951. Under Section 131(1) of the Act, the directors of every company have at some date not later than 18 months after the incorporation of the company, to lay before the company in general meeting, a balance sheet and profit and loss account. The directors of the respondent company, therefore, had to lay before the general meeting of the company a balance sheet and the profit and loss account on or before 30-4-1953. For various reasons, with which we are not concerned, the directors were unable to do so. They, therefore, applied to the Registrar to extend by three months the time within which they could do so. The Registrar declined to extend time on the ground that he had no power to grant the extension. Section 131(1) runs thus:2'The directors of every company shall at some date not later than eighteen months after the incorporation of the company and subsequently once at least in every calendar year lay before the company in general meeting a balance sheet and profit, and loss account or in the case of a company not trading for profit an income and expenditure account for the period, in the case of the first account since the incorporation of the company and in any other case since the preceding account, made up to a date not earlier than the date of the meeting by more than nine months or in the case of a company carrying on business or having interest outside the Provinces by more than twelve months:

Provided that the Registrar may for any special reason extend the period by a period not exceeding three months.'

2. The application for extension of time was made by the company under the proviso. The view taken by the Registrar was that the power to extend was confined to the period of nine months or twelve months mentioned in the latter half of the sub-section, and could not be exercised in respect of the time fixed for the first account since incorporation. On an application filed in this Court under Section 45, Specific Relief Act, the learned Judge, Ramaswami Goundar J., took a contrary view. He held that the power could be exercised even in respect of the time fixed for the first account since incorporation. The question involved in this appeal is whether the construction of the learned Judge is right.

3. Section 131(1) as it now stands was substituted for the original sub-section by the Indian Companies (Amendment) Act, 1936 (22 of 1936), Section 69. The original sub-section ran thus:

'Every company shall, once at least in every year and at intervals of not more than fifteen months, cause the accounts of the company to be balanced and a balance-sheet to be prepared.'

Obviously, the new sub-section was a substantial reproduction of Section 123(1) of the English Companies Act of 1939, which was in the following terms:

'The directors of-every company shall at some date not later than eighteen months after the incorporation of the company and subsequently once at least in every calendar year lay before the company in general meeting a profit and loss account or, in the case of a company not trading for profit, an income and expenditure account for the period, in the case of the first account, since the incorporation of the company and, in any other case, since the preceding accounts made up to a date not earlier than the date of the meeting by more than nine months, or, in the case of a company carrying on business or having interests abroad, by more than twelve months:

Provided that the Board of Trade, if for any special reason they think fit so to do may, in the case of any company, extend the period of eighteen months aforesaid, and in the case of any company and with respect to any year extend the periods of nine and twelve months aforesaid.'

IT will be noticed that while the proviso in the English statute expressly mentions the period of eighteen months relating to the first account and the periods of nine and twelve months relating to the subsequent accounts the proviso in the Indian statute contains only the general expression 'the period.' It is this change in the language of the proviso that has given room for controversy as regards the construction of the proviso. The two conflicting constructions placed before us were (1) that the period in the previous proviso refers only to the period of nine months or twelve months relating to the subsequent account and not to the period of eighteen months for the first account, and (2) 'the period' covers both the period of eighteen months as well as the periods of nine months and twelve months.

4. The learned Advocate-General was not able to suggest any reason why the Indian statute should contemplate a deliberate departure from the English statute on which it was based. He referred us to Section 76(1) of the Act as it now stands which provides that a general meeting shall be held within eighteen months from the date of its incorporation and thereafter once at least in every calendar year and not more than fifteen months after the holding of the last preceding general meeting. But this provision does not throw any light on the matter. It was contended that the first account should be laid before the company at the first general meeting held in accordance with Section 76; but the account may be equally laid before the company in another general meeting.

5. We are not prepared to attach any special significance to the expression 'the period' occurring in singular. A well established canon of construction is embodied in Section 13, General Clauses Act, that unless there is anything repugnant in the subject or context, words in the singular shall include the plural and 'vice versa'. Even apart from that, we do not consider the use of the singular as inappropriate. There will never be the possibility of an application made to the Registrar for extension of both the period of eighteen months and the period of nine months or twelve months at the same time. The two different periods relate to two different classes of accounts. If the extension sought is in respect of the first account, it can only be the period of eighteen months. If it is sought for subsequent accounts, the period will only be nine or twelve months. The power of the Registrar, therefore, can be invoked at a time only for the extension of one period. This would justify the use of the singular.

6. It is impossible to accept the argument that 'eighteen months after the incorporation of the company' do not amount to a period. There was some discussion as to whether the word 'period' in the proviso is not correlated to the expression 'the period' which occurs in the main sub-section. But we are not satisfied that there is anything compelling either in the language or in logic to justify such a construction. In one sense, the extension will result in shortening the period of the account. It is only in relation to the date of the meeting and the interval between the date of the meeting and the date upto which the account is made up that there is an extension of the period.

7. in the face of the language of the English proviso, it is difficult to contend that the expression 'the period' cannot aptly relate to eighteen months. That period is with reference to the date of the first meeting. Equally, we think the nine months' and twelve months' periods also, by implication, really relate to the date of the subsequent meeting at which the account should be laid. If the intention of the Legislature was not to confer power on the Registrar to extend the period of eighteen months, then the language of the proviso would have been specific that the Registrar could only extend the periods of nine months or twelve months and not the periods of eighteen months. Not only is any such language not present; on the other hand a general expression like 'the period' has been used which certainly would cover every one of the periods mentioned in the sub-section, including the period of eighteen months.

8. We agree with the reasoning and conclusion of the learned Judge that the Registrar had the power to extend the period of eighteen months. It may be remarked that if the Registrar had the power to extend the period, it was not denied that the circumstances in the present case amply justified the exercise of that power.

9. The appeal is dismissed. No order as to costs.


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