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The Sree Meenakshi Mills Co., Ltd., Represented by Mr. K. Thiagaraja Chettiar and ors. Vs. the Assistant Registrar of Joint Stock Companies - Court Judgment

LegalCrystal Citation
SubjectCompany
CourtChennai
Decided On
Reported inAIR1938Mad640; (1938)1MLJ856
AppellantThe Sree Meenakshi Mills Co., Ltd., Represented by Mr. K. Thiagaraja Chettiar and ors.
RespondentThe Assistant Registrar of Joint Stock Companies
Excerpt:
- .....conviction of the company was in my opinion correct. section 76(1) of the companies act requires a general meeting to be held once at least in every year. the argument on behalf of the petitioners is that since the general meeting called on 30th december, 1934, was adjourned to 31st march, 1935, and was held on that date, it follows that general meeting was held in 1934 and in 1935, and the general meeting held on the 28th january, 1936, was within 15 months of 31st march, 1935. this is specious, but unsound. it can be reduced to absurdity in a moment. if it were correct a general meeting held in 1934 could be adjourned to 1935 and again adjourned to 1936 arid so on without limit. but that would obviously not satisfy section 76. section 76 demands that there shall be a general meeting.....
Judgment:
ORDER

Burn, J.

1. The conviction of the company was in my opinion correct. Section 76(1) of the Companies Act requires a general meeting to be held once at least in every year. The argument on behalf of the petitioners is that since the general meeting called on 30th December, 1934, was adjourned to 31st March, 1935, and was held on that date, it follows that general meeting was held in 1934 and in 1935, and the general meeting held on the 28th January, 1936, was within 15 months of 31st March, 1935. This is specious, but unsound. It can be reduced to absurdity in a moment. If it were correct a general meeting held in 1934 could be adjourned to 1935 and again adjourned to 1936 arid so on without limit. But that would obviously not satisfy Section 76. Section 76 demands that there shall be a general meeting held once at least in every year, that is, one meeting per year, and as many meetings as there are years. It does not mean that the same meeting can go on being held once in-each year. The meeting on 31st March, 1935, was not a different meeting from the one which began on 30th December, 1934; it was the same meeting. Section 76 required that in 1935 a separate and distinct meeting should be held.

2. The conviction of the company is therefore correct and the fine as reduced by the learned Sessions Judge is not excessive. The officers however cannot be said to have been 'knowingly parties to the default' in the face of the evidence that they took legal advice and acted accordingly.

3. I set aside the convictions of the accused Nos. 5, 6, 7 and 8 and direct that the fines imposed on them be refunded if collected.


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