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Issues:
Violation of statutory obligation under the Companies Act, 1956 regarding laying of balance-sheet and profit and loss account at the annual general meeting within the prescribed period. Analysis: The judgment delivered by the High Court of Calcutta involved a case where the petitioners, who were directors of a company, were summoned to face trial under section 210(5) of the Companies Act, 1956 for failing to comply with the statutory obligation of laying before the company its balance-sheet and profit and loss account at the annual general meeting within the prescribed period. The petitioners argued that the annual general meeting for the relevant financial year was duly held within the statutory period, but was adjourned due to the illness of the company's accountant. The adjourned meeting was held later, where the required financial documents were laid, adopted, and passed unanimously by the shareholders. The petitioners relied on previous Division Bench decisions to support their argument that the adjourned meeting was a continuation of the earlier meeting, and therefore, they did not commit an offence under section 210(5) of the Act. However, the respondent contended that the entire process, including adjournments, must be completed within the statutory period of fifteen months as prescribed by section 166(1) of the Act. The Court analyzed the statutory provisions and held that the adjournment of an annual general meeting cannot extend beyond the statutory period, as it would defeat the purpose of the Act and render relevant provisions ineffective. The Court emphasized that the circular issued by the Company Law Board should not be used to circumvent or subvert the statutory requirements, particularly regarding the timing of annual general meetings and submission of financial documents. The Court also rejected the argument that holding the meeting within the prescribed period was sufficient, emphasizing that completion of the meeting within the period was implicit in the statutory requirement. Referring to the principles laid down by the Supreme Court in a previous case, the Court concluded that the petitioners could be prosecuted under both section 166 and section 210(5) of the Act. Consequently, the Court found no grounds for quashing the proceedings and discharged the rule. The judgment was a unanimous decision by both judges, and the petitioners' oral prayer for a certificate of fitness for appeal to the Supreme Court was refused, as no substantial question of law requiring determination by the Supreme Court was found in this case.
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