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Nagamani Transports Private Ltd. and ors. Vs. Registrar of Companies - Court Judgment

LegalCrystal Citation
SubjectCompany
CourtChennai High Court
Decided On
Case NumberCriminal Revision Cases Nos. 1263 and 1264 of 1964 and Criminal Revision Petition Nos. 1237 and 1238
Judge
Reported in[1966]36CompCas7(Mad); 1966CriLJ1097
ActsCompanies Act, 1956 - Sections 159, 221 and 560
AppellantNagamani Transports Private Ltd. and ors.
RespondentRegistrar of Companies
Appellant AdvocateT.S. Arunachalam, Adv. for P.N. George, Adv.
Respondent AdvocateB. Sriramulu, Adv. for Public Prosecutor
DispositionRevisions dismissed
Cases ReferredDebendra v. Registrar of Joint Slock Companies
Excerpt:
.....magistrate, saidapet, madras. on the further allegation that they failed to furnish to the registrar of companies copies of the balance-sheet for the year ending september 30, 1962, amounting to a contravention of section 221 read with section 223 of the companies act they were also prosecuted before the same magistrate. so the offence is committed not in tiruchi where the company has got its head office, but, since the offence involves failure to file a particular return or a particular balance-sheet in the office of the registrar at madras city, the offence is one which is committed in madras city. the calcutta high court held that the offence was cognisable in the presidency magistrate's court at calcutta and that, in any event, section 182, criminal procedure code, as well as..........the head office of the , company is situate, and not in madras city and therefore the presidency magistrate, madras, had no jurisdiction to try the case. this contention is obviously untenable. sections 159 and 221 of the companies act provide that the return or the balance-sheet as the case may be has to be filed before the registrar of companies who has his headquarters in madras city. so the offence is committed not in tiruchi where the company has got its head office, but, since the offence involves failure to file a particular return or a particular balance-sheet in the office of the registrar at madras city, the offence is one which is committed in madras city.4. a decision of the calcutta high court, debendra v. registrar of joint slock companies, (1) 22 c.w.n. 96 dealing with.....
Judgment:

Ramakrishnan, J.

1. There are six petitioners in these revision cases. The first petitioner, Nagamani Transports, is a private limited company, and petitioners Nos. 2 to 6 are its directors. The second petitioner is the husband of the third petitioner. The fourth petitioner is their daughter and the sixth petitioner is the fourth petitioner's husband. The fifth petitioner is a third party. On the allegation that they failed to furnish to the Registrar of Companies copies of the annual return for the year ending September 30, 1962, and thereby contravened Section 159 read with Section 162 of the Companies Act, they were prosecuted before the Sixth Presidency Magistrate, Saidapet, Madras. On the further allegation that they failed to furnish to the Registrar of Companies copies of the balance-sheet for the year ending September 30, 1962, amounting to a contravention of Section 221 read with Section 223 of the Companies Act they were also prosecuted before the same magistrate. These criminal complaints were numbered as C. Cs. Nos. 900 and 899 of 1964 respectively. The accused pleaded that the company had become defunct but as there was no proof of that fact the learned Magistrate found them guilty and in each of the cases fined each of the accused Rs. 100. The accused have filed the present revision cases.

2. The second petitioner died after the revision cases were filed.

3. Learned counsel for the petitioners urged as a preliminary ground that the offences in question were committed in Tiruchi district where the head office of the , company is situate, and not in Madras City and therefore the Presidency Magistrate, Madras, had no jurisdiction to try the case. This contention is obviously untenable. Sections 159 and 221 of the Companies Act provide that the return or the balance-sheet as the case may be has to be filed before the Registrar of Companies who has his headquarters in Madras City. So the offence is committed not in Tiruchi where the company has got its head office, but, since the offence involves failure to file a particular return or a particular balance-sheet in the office of the Registrar at Madras City, the offence is one which is committed in Madras City.

4. A decision of the Calcutta High Court, Debendra v. Registrar of Joint Slock Companies, (1) 22 C.W.N. 96 dealing with the earlier Companies Act was cited before me. In that case there was default in filing the balance-sheet before the Registrar whose office was at Calcutta. The relevant provision (section 134 of the old Act) provided for the filing of the balance-sheet with the Registrar of Companies at Calcutta. The Calcutta High Court held that the offence was cognisable in the Presidency Magistrate's Court at Calcutta and that, in any event, Section 182, Criminal Procedure Code, as well as Section 531, Criminal Procedure Code, would cure the defects, if any, in the jurisdiction. It was also held that failure to convene a general meeting could not be pleaded as an excuse for not complying with the obligation to file the balance-sheet. This last mentioned principle also applies in this case and the accused cannot take shelter in extenuation under the plea that they could not convene a meeting. It is equally clear that the fact that the company has become defunct cannot be pleaded in extenuation of the offence. The company still remains in the register, and no steps have been taken for striking off the name of the company from the register either under Section 560 of the Companies Act or under any other provision for voluntary winding up. Thirdly, the learned counsel for the petitioners urged that there was a provision in the earlier Act of 1913, Section 3, dealing with jurisdiction of different courts to take cognisance of offences and which stated that the contravention of any provision in that section would not invalidate a proceeding by reason of its being taken in the wrong court. The learned counsel urged that this provision has been deleted in the new Act. But it has to be noticed that the general provisions enunciated in the Criminal Procedure Code regarding jurisdiction including Sections 182 and 531, Criminal Procedure Code, will continue to apply. Certain provisions in the new Companies Act like Section 622 giving jurisdiction to a First Class Magistrate or a Presidency Magistrate as the case may be to try offences under the Act, and Section 623 giving power of summary trial to the Presidency Magistrate deal with different matters, and do not affect the main question that the powers under Sections 182 and 531, Criminal Procedure Code, are still available for dealing with the validity of prosecutions under the Act. However, there is no need to resort to these sections in this case, because of the finding in the earlier part of this judgment.

5. I therefore confirm the convictions of the petitioners in both the cases but the fine levied appears to be excessive, especially as the second accused, the principal man concerned is dead; I reduce the fine to Rs. 40 in the case of each accused in each of the cases, in default to simple imprisonment to one month each. With this modification the revisions are dismissed.

6. Time to pay the fine, three months.


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