N Criminal Appeal No 34 of 1970
Appeal by certificate under Article 1341c of the Constitution of India from the judgment and order dated 18 3 1969 of the Andhra Pradesh High Court in Criminal Revision Case No 360 of 1968
F section Nariman Additional Solicitor General of India and A V Rangam for the appellants
L N Sinha Solicitor General of India and A V V Nair for the Advocate General Andhra Pradesh
The Judgment of the Court was delivered by ALAGIRISWAMI J
This is an appeal against the judgment of the Full Bench of the Andhra Pradesh High Court reported in AIR 1970 AP 70
It arises out of a complaint filed against the 1st respondent company and its directors for failure to Me with the Registrar of Companies on or before 30 10 1967 the balance sheet and profit and loss account of the company as required under section 2201 of the  which is punishable under sub section 3 of that section
Admittedly no general body meeting had been held and therefore the balance sheet and profit and loss account had not been laid before a general body meeting nor could it be so laid
The Full Bench speaking through Jaganmohan Reddy CJ as our learned brother then was held that if no balance sheet is laid before a general body there can be no question of that balance sheet not being adopted nor of complying with the requirements of section 220 and though wilful omission to call a general body meeting and to lay the balance sheet and profit and loss account before it may expose the person responsible to punishment under other provisions of the Act it certainly does not make him liable under the provisions of section 1344 of the Companies Act 1913 or section 220 of the 
In this the Bench was taking a view contrary to that of most of the High Courts after the decision of this Court in The State of Bombay vs Bandhan Ram Bhandani  Ors1 In that case this Court 1   412 had taken the
view that a person charged with an offence cannot rely on his default as an answer to the charge and so if he was responsible for not calling the general meeting he cannot be heard to say in defence to the charges brought against him that because the general meeting had not been called the balance sheet and profit and loss account could not be laid before it
In that case the directors of a company were prosecuted under sections 325 and 1333 of the Companies Act 1913 for breaches of sections 32 and 131 of that Act for having knowingly and wilfully authorized the failure to file the summary of share capital for the year 1953 and being 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
The Bombay High Court however following its earlier decision in Imperator vs The Pioneer Clay and Industrial Works Ltd1 had upheld the acquittal of the directors by the Presidency Magistrate
Referring to the decision of the Bombay High Court in that case this Court pointed out that decision turned on section 134 of the Companies Act 1913 the language of which was to a certain extent different from the language used in sections 32 and 131 and refrained from going into the question whether the difference in language in section 134 on the one hand and sections 32 and 131 on the other made any difference to the decision of the case
After referring to the decisions in Gibson vs Barlon2 Edmonds vs Foster3 and Park vs Lawton4 where it was held that a person charged with an offence could not rely on his own default as an answer to the charge and so if the person charged was responsible for not calling the general meeting he cannot be heard to say in defence to the charge that the general meeting had not been called and that the company and its officers were bound to perform the condition precedent if they could do that in order that they might perform their duty this Court considered that as the correct view to take
As we have noticed this Court was not dealing there with the provisions of section 134 of 1913 Act which corresponds to section 220 of the 1956 Act
That question now directly arises for decision in this case
As we said earlier most of the High Courts which have considered this question after the decision of this Court have proceeded on the basis that the decision necessarily led to the conclusion that even in a prosecution under section 134 of the 1913 Act corresponding to section 220 of the 1956 Act the company and its directors could not rely upon their failure to call the general body meeting as a defence to the prosecution
Under this category fall the decisions in Dulal Chandra Bhar vs Slate of West Bengal5 and Gopal Khaitan vs State 6 of the Calcutta High Court
Ramachandra  Sons P Ltd vs StateT of the Allahabad High Court State vs T C Printers P Ltd 8 of the Rajasthan 1 ILR  2 1875 L R 10 Q B 329
3 1875 45 Law J Rep M C 41
4 5 6 7  J 92  8 AIR 413 High Court India Nutriments Ltd vs Registrar of Companies1 and PSNSA Chettiar  Company vs Registrar of Companies2 of the Madras High Court
The Orissa High Court had taken a similar view in Registrar of Companies vs Misra 3 but in a latter decision in Vulcan Industries P Ltd vs Registrar of Companies Orissa4 it has taken a contrary view and followed the decision of the Andhra Pradesh High Court in the judgment under appeal
That decision is also pending in appeal before this Court
The Patna High Court in State vs Linkers Private Ltd5 and the Kerala High Court in Registrar of Companies vs Gopala Pillai  Ors
6 have also taken a similar view
We may now refer to some of the earlier decisions on this Point
The earliest decision is the one in Debendra Nath Das Gupta vs Registrar of Joint Stock Companies
 In that case the principle laid down in Park vs Lawton8 was applied and it was held that it is not open to the petitioner to plead in answer to a charge under sections 134 his prior default in respect of the calling of the prescribed general meeting and of placing before the company at such meeting a duly prepared and audited balance sheet
The decision in Ballav Dass vs Mohan Lal Sadhu9 did not refer to the wording of the section but merely stated that the provisions of section 134 were not complied with
The same court in Bhagirath vs Emperor10 took the same view
In re Varaszmha Rao11 a learned Single Judge of the Madras High Court took the view that the same persons cannot be charged in respect of the same years with offences punishable both under sections 131 and 134 Companies Act because section 134 clearly contemplates the sending of a copy of the balance sheet only after it has been placed before the company at a general meeting under section 131 and that where in a case there is no such placing of the balance sheet before the company at a general meeting the offence under section 134 cannot be committed
In re Gangipati Appayya12 a view contrary to the one taken earlier by a Judge of that High Court was taken
We may now set out the reasoning which weighed with the Andhra Pradesh High Court in the decision under appeal  The reference to Section 210 by the use of the word aforesaid and the emphasis indicated by the words were so laid make the filing of copies of those balance sheets and the profit and loss accounts which are laid before the general body meeting an essential prerequisite
If no general body meeting is held it is obvious that no copies of the balance sheet 1 3 AIR 1969 Orissa 234
5 AIR 1969 Patna 445  1970 40 CC 17
6 1961 KLJ 490
8 10 AIR 1948 Calcutta 42
12 AIR 1952 Madras 800
2 AT R 1966 Madras 415
4 ILR 1972 Cuttack 373
7 ILR 1918 Calcutta 486
9 1934 35 39 Calcutta Weekly Notes 1152
11 AIR 1937 Madras 341 414 and profit and loss account can be filed even though the default may be wilful
Both under section 134 of the Old Companies Act and Section 220 of the Act the laying of the balance sheet and the profit and loss account before an annual general meeting is a condition precedent to the requirement that copies of such documents so laid should be filed before the Registrar
The intention is made further clear by the provision under sub section 2 of the respective sections of both the Acts that if the balance sheet is not adopted at the general meeting before which it is laid a statement of that fact and of the reasons therefore have to be annexed to the balance sheet and to the copies thereof required to be filed with the Registrar
If no balance sheet is laid before a general body there can be no question of that balance sheet not being adopted nor of complying with the requirements of the Sub section 2 of Section 134 of the Old Companies Act or Section 220 of the Act as the case may be while wilful omission to call a general body meeting and omit to lay the balance sheet and profit and loss account before it may expose the person responsible to punishment under other provisions of the Act it certainly does not make him liable udder aforesaid provisions
The punishment under these sections is for default in filing copies of the balance sheet or the profit and loss account which are laid before a general body and for not sending a statement of the fact that the balance sheet was not adopted
It may be that copies of the balance sheet so laid before the general body may have been forwarded under sub section 1 of Section 134 of the Old Companies Act or sub section 1 of section 220 of the Act but nonetheless if the requirements of sub section 2 of the respective sections have not been complied with even then the persons concerned would be liable for punishment for that default
In our view these provisions unmistakably indicate as we said earlier that the holding of the annual general meeting and the laying before it of the balance sheet and the profit and loss account is a sine qua non for filing of the copies thereof before the Registrar
If no general body meeting is held the persons concerned cannot be said to have committed a default in complying with those provisions
 In this state of difference of opinion among the various High Courts and the absence of a decision of this Court on section 134 this appeal has been filed
Though the respondent was not represented before this Court the learned Addl
Solicitor General who appeared for the State of Andhra Pradesh and the learned Solicitor General who appeared for the Advocate General of Andhra Pradesh fairly placed before this Court all the decisions for and against which we have already referred to and also placed before us all the relevant considerations
It was urged before us that the principle accepted by this Court in The State of Bombay vs Bandhan Ram Bhandani  Ors
supra that a company or its directors in a prosecution under section 32 and section 133 of the 1913 Act could not in defence to such prosecution rely upon their own 415 failure to call the general body meeting applies with equal force to a prosecution under section 134 of the Act
But it appears to us that there is a very clear distinction between sections 32 and 133 on the one hand and section 134 on the other
Section 32 relates to the preparation of a list of members of the company and of persons who have ceased to be members as well as a summary and also provides that it shall be completed within 21 days after the day of the first or only ordinary general meeting in the year
It also provides that the company shall forthwith file with the registrar a copy of the list and summary and any default hi complying with the requirements of the section is made punishable
Under section 131 the laying of a balance sheet and profit and loss account before the company in the general meeting is made obligatory
Under section 133 the failure to comply with section 131 is made punishable
But section 134 lays down that after balance sheet and profit and loss account or the income and expenditure account as the case may be have been laid before the company at the general meeting three copies thereof shall be filed with the registrar and a failure to do so is made punishable under sub section 4 of that section
The difference in language is very clear and pointed
The responsibility of sending three copies of the balance sheet and profit and loss account or the income and expenditure account as the case may be arises only after they have been laid before the company at the general meeting
Without so laying copies could not be sent to the Registrar and even if they are sent it would not be a compliance with the provisions of the section
It is possible to conceive of the law providing that the balance sheet and profit and loss account shall be sent to the registrar even without the necessity of their being laid before the general body meeting of the company
In that case any failure to do so would be punishable and the question whether a general body meeting had been held and the balance sheet and profit and loss account have been laid before it Will not arise
Therefore the condition precedent or the essential prerequisite of the balance sheet and the profit and loss account being laid before the general meeting of the company not being fulfilled the requirement of section 134 cannot be complied with
While the appeal to a question of principle might be attractive we cannot ignore the clear words of the section
Where the words of the section are very clear it is unnecessary to consider whether it embodies any principle and whether that principle is consistent with the principle as embodied a certain other sections which are differently worded
In interpreting a penal provision it is not permissible to give an extended meaning to the plain words of the section on the ground that a principle recognised in respect of certain other provisions of law requires that this section should be interpreted is the same way
We may also point out that in Park vs Lawton supra the principle laid in which has been adopted in this Court   decision in The State of Bombay vs Bandhan Ram Bhandani  Ors
supra it is realised that there might be circumstances where the principle laid down in that decision will not apply
The court there observed  If it were the case that everything required to be inserted in the list was dependent on the fact of the general meeting having been held it might perhaps have been contended with 416 some force that it is impossible to calculate a continuing penalty from a day which has never come into existence but when one sees that section 25 requires a number of most important matters to be included in the list of members which are entirely independent of the holding of a general meeting this very much weakens the contention that no list need be compiled if owing to the failure to hold a general meeting it is impossible to say what day is the fourteenth day thereafter This observation may provide no defence to a prosecution under section 133 but it might well do so in a prosecution under section 134
This was what the learned Solicitor General was fair enough to point out with regard to the difficulty of working out the daily penalty under section 162 after the thirtieth day mentioned in section 2201 of the 1956 Act
He pointed out that where no meeting has been held it was not possible to calculate the period of 30 days specified in that section and it would not be possible to give effect to the provisions of that section
The Bombay High Court pointed out in Emperor vs Pioneer Clay  In dustrial Works1 that the decision in Park vs Lawton2 is based on section 36 it is a mistake for section 26 of the English Act which in its scheme and terms is entirely different from the section with which they the Bombay High Court were concerned and that the section in the English Act is a composite one which lays down various requirements which are to be complied with by the company under its first four sub clauses and sub cl
5 is the penal sub section which penalises the failure to comply with any of the requirements contained in any of the four preceding sub sections
In our Act various stages have to be gone through before we reach the stage of a copy of the balance sheet and the profit and loss account being filed with the Registrar and the failure to reach any one of the stages within the time prescribed is made penal by the Act
The court pointed out that this is not a case where an accused person relies on his default and pleads his innocence
What he says is I may have committed an offence but the offence that I have committed is not the one with which I am charged
On the facts proved by the prosecution an offence is not disclosed under section 1344
A different offence might have been committed either under section 762 or under section 1333
It is interesting to note that it was argued in Park vs Lawton2 that the fact that section 26 makes the offence a continuing one also shows that the obligation to file the list is independent of the holding of a general meeting
The observations which we have extracted earlier will show that the submission on behalf of the prosecution that provisions 1 IRL  2 1911 1 KE 417 of section 26 show that the obligation to file the list is independent of the holding of the general meeting was accepted
But under section 134 of the 1913 Act the obligation to send a copy of the balance sheet and profit and loss account is dependent completely on its being laid be fore a general meeting
It is clear therefore that on principle and authority it should be held that no offence was committed by the directors in this case under section 134
They might have been guilty of offences under sections 76 and 133 but not under section 134
We say nothing about section 32 about which this Court has already laid down the law
The appeal is dismissed
VPS Appeal dismissed


Summary:
Section 220 of the  which corresponds to section 134 of the 1913 Act provides that within thirty days after the balance sheet and profit and loss account as the case may be have been laid before the company at the general meeting
three copies thereof shall be filed with the registrar and that failure to do so is punishable
The respondent company and its directors were prosecuted for failure to file with the Registrar of Companies on or before 30th October 1967 the Balance sheet and profit and loss account of the company
By 30th September 1967 admittedly no general body meeting had been held
The High Court held that since no general body meeting was held there could be no question of laying the balance sheet before the general body meeting and complying with the requirements of the section and that though the willful omission to call a general body meeting and of laying the balance sheet and profit and loss account before it may expose the persons responsible to punishment under other provisions of the Act it would not make them liable either under section 1344 of the 1913 Act or section 220 of the 1956 Act
Dismissing the appeal to this Court HELD  On principle and authority it should be held that no offence was committed under section 220 of the 
417B a The principle accepted by this Court in State of Bombay vs Bandhan Ram Bhandani 1961 1 SCR_ 801 that a company or its directors in a prosecution under sections 32 and 133 of the 1913 Act could not in defence to such prosecution rely upon their own failure to call the general body meeting would not apply to a prosecution under section 134 of the 1913 Act or section 220 of the 1956 Act
Unlike sections 32 and 133 the responsibility of I sending to the Registrar the copies of the balance sheet and profit and loss account arises only after they have been laid before the company at the general meeting the obligation to do so being completely dependent on its being laid before a general meeting
414H 415E b Where the words in the section are clear it is unnecessary to consider whether it embodies any principle and whether that principle is consistent with the principle as embodied in other sections which are differently worded
In interpreting a penal provision it is not permissible to give an extended meaning to the plain words of the section on the ground of a principle recognised in certain other provisions
415F G c This is not a case where an accused person relies on his default and pleads his innocence
In the  various stages have to be gone through before we reach the stage of a copy of the balance sheet and the profit and loss account being filed with the Registrar
The failure to reach any one of the stages within the time prescribed is made penal by the Act
The respondents may be guilty of any of those offences but not of the offence with which they were charged
416E G d Further a daily penalty is provided after the thirtieth day mentioned in section 220 1 of the 1956 Act
When no general body meeting was held it is not possible to calculate the period of 30 days and there would be diffi culty in working Cut he daily penalty
416C D 411 Dulal Chandra Bhar vs State of West Bengal Gopal Khaitan vs State  Ramachandra  Sons P vs State Ltd AIR India Nutriments Ltd vs Registrar of Companies 1934 34
Companies Cases 160 P section N SAA
Chettiar  Company vs Registrar of Companies AIR 1966 Madras 415 Registrar of Companies vs H Mishra AIR 1969 Orissa 234 State vs Linkers Private Ltd AIR 1969 Patna 445  1970 40 CC 17 Registrar of Companies vs Gopala Pillai  Ors
1951 KLJ 490 Debendra Nath Das Gupta vs Registrar of Joint Stock Companies ILR 1918 Calcutta 486 Ballev Dass vs Mohan Lal Sadhu 1934 35 39 Calcutta Weekly Notes 1152 and Bhagirath vs Emperor AIR 1948 Calcutta 42 and re Cangipati Appayya AIR 1952 Madras 800 disapproved
Imperator vs The Pioneer Clay and Industrial Works Ltd ILR  Vulcan Industries P Ltd vs Registrar of Companies Orissa ILR 1972 Cuttack 373 and re Narasimha Rao AIR 1937 Madras 341 approved