JUDGMENT A complaint was filed by the Registrar of Companies of Andhra Pradesh against the respondents, alleging that they were the directors of a private limited company, which had been registered on 5th December, 1958, under the Companies Act, 1956. It was incumbent on the directors, in accordance with the provisions of the Companies Act ( section 166 ), to lay before the company a balance-sheet and profit and loss account of the company for the period 1958-59 and as hey had failed to do so, they were liable to punishment under section 210(5) of the Companies Act. The respondents-accused pleaded ‘not guilty ‘and urged that, as the First Annual General Meeting of the company could not be held for reasons beyond their control, there was no question of laying before the company a balance-sheet and profit and loss account as contemplated under section 166. The learned Magistrate accepted the plea of the respondents and dismissed the complaint acquitting them of the said charge. The State has come in appeal against this order. The contention of the learned Public Prosecutor is that, an offence under section 210 of the Act has nothing to do with the holding of the general body meeting and is an independent offence in itself. Reliance has been placed for this purpose on the State of Bombay v. Bandhan Ram1. It was laid down therein that: “ the fact that no general meeting of the company was held was, in the circumstances, no defence to the charge of not complying with the requirements of section 32. A person charged with an offence could not rely on his own default as an answer to the charge.” The contention by the learned counsel, on the other side, is that, the ruling has no application as it is with reference to the provisions of section 32 of the old Act of 1913, the corresponding sections under the new Act having been substantially altered and that it is also distinguishable on facts. Before proceeding to examine the arguments on either side, some facts regarding which there is no controversy may briefly be stated. It is admitted that the company “Messrs. Techniplant Private, Limited” was registered as a private company on 5th December, 1958. It consisted of the three accused-respondents is directors and shareholders, the fourth respondent being the Secretary of the company. Before proceeding to examine the arguments on either side, some facts regarding which there is no controversy may briefly be stated. It is admitted that the company “Messrs. Techniplant Private, Limited” was registered as a private company on 5th December, 1958. It consisted of the three accused-respondents is directors and shareholders, the fourth respondent being the Secretary of the company. The first respondent was the managing director but within two months of the registration and formation of the company he was made to resign and he was succeeded by the second respondent. Then, there were disputes between respondent No. 1 on the one side and the other respondents on the other. The first respondent got the books of the company sealed with the help of the police. There was an application in the High Court also and finally the company went into liquidation. A separate charge-sheet was filed against the directors for contravening the provisions of section 166 of the Companies Act, 1956, by not holding a general body meeting within 18months from the date of its incorporation. It was pleaded therein that, the meeting could not be held for reasons beyond the control of the accused as an application under section 397 and 398 of the Companies Act for winding up the company itself was filed in the High Court on 18th December, 1958, i.e., within the time-limit. The trial Court found the accused guilty but on appeal the sentences were set aside on the ground that there was no wilful default in not complying with the said provisions. In this context, it has to be determined whether the respondents could be held guilty for contravening the provisions of section 210 of the Companies Act, viz., for not placing before the company balance-sheet and profit and loss account at its Annual General Meeting. Section 210 of the Companies Act, hereinafter called the Act, provides that, “(1) At every Annual General Meeting of a company held in pursuance of section 166, the Board of Directors of the company shall lay before the company- (a) a balance-sheet at the end of the period specified in sub- section (3); and. (b)a profit and loss account for that period. (b)a profit and loss account for that period. Sub- section (5) lays down that: “If any person, being a director of a company, fails to take all reasonable steps to comply with the provisions of this section, he shall, in respect of each offence, be punishable with imprisonment for a term which may extend to six months or with fine which may extend to one thousand rupees, or with both: provided that, in any proceedings against a person in respect of an offence under this section it shall be a defence to prove that a competent and reliable person was charged with the duty of seeing that the provisions of this section were complied with and was in a position to discharge that duty: Provided further that, no person shall be sentenced to imprisonment for any such offence unless it was committed wilfully.” A plain reading of the section will indicate that, the Board of Directors of the company has to lay a balance-sheet and a profit and loss account before the company at every Annual General Meeting held in pursuance of section 166 .section 166 directs the holding of Annual General Meeting. It lays down that, “ Every company shall in each year hold in addition to any other meetings a general meeting as its Annual General Meeting and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one Annual General Meeting of a company and that of the next.” Penalty is provided in section 168 , which prescribes that:“If default is made in holding a meeting of the company in accordance with section 166 ….every officer of the company who is in default shall be punishable with fine which may extend to five thousand rupees… .” From a perusal of these two sections, viz., 166 and 210, it is clear that the holding of Annual General Meeting is the pre-requisite for laying the balance-sheet and profit and loss account. The emphasis in section 210 is on the meeting of the company held in pursuance of section 166 , so that if no general meeting could be held in compliance with section 166 the question of laying balance-sheet and profit and loss account in accordance with section 210 would not arise. This seems to be the plain and common sense view of the matter. This seems to be the plain and common sense view of the matter. In the present case, it has been found by a competent Court that the general meeting under section 166 could not be held for reasons beyond the control of the directors, viz., as the books had been sealed and an application was filed in the High Court for winding up the company, etc. In these circumstances, the question of laying the balance-sheet and profit and loss account would not arise. The opinion of the lower Court, therefore, that no case had been made out against the respondents seems to be correct. The case cited on behalf of the appellant deals with Companies Act, 1913 , as amended by Act XXII of 1936. The corresponding provisions in the old Act were section 76 for holding of Annual General Meeting and S. 131 for laying the balance sheet and profit and loss account. The provisions are similar to the corresponding, provisions in the present Act though the language is somewhat different and the penalties in the new Act are more severe. I am not inclined to hold that, the addition of words “meeting of a company held in pursuance of section 166 ” in section 210 of the new Act has in any way materially altered the position vis-a-vissection 131 of the Companies Act, 1913. But, it is no doubt correct that the said ruling is distinguishable on facts. There, the directors of the company were knowingly parties to default, i.e., no general meeting of the company had been held during the year in question and when they were prosecuted for not laying the balance-sheet, etc., they pleaded that as there was no general meeting the same could not be laid before the company. It was held that a person charged with an offence could not rely on his own default as an answer to the charge. This does not seem to be the position here. On the other hand, it has been found that the directors could not hold the general meeting for reasons beyond their control. They could, therefore, validly plead that they could not be held guilty for not laying the balance-sheet and profit and loss account. The appeal is accordingly dismissed. R.M.-----Appeal dismissed.