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TMI Blog1979 (12) TMI 123X X X X Extracts X X X X X X X X Extracts X X X X ..... of the company. They are threatened with prosecution for alleged contravention of section 210. The Indian company was formed with the object of taking over the Indian business of Harrisons Crosfield Ltd., a foreign company. A scheme was drawn up for this purpose providing for the vesting of the assets and liabilities of the Indian business of the latter, in the Indian company, with effect from November 1, 1977. The scheme is pending approval before this court. In the meanwhile, the annual general meeting of the company (petitioner) had to be held within the time fixed under section 166 and such a meeting was, therefore, called on April 20, 1979. But the balance-sheet and profit and loss account for the period ended December 31, 1978, we ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... der section 166 of Companies Act and adjourning it to a future date for the purpose of laying accounts. It was the duty of directors to have laid the balance-sheet and profit and loss account for the 1st financial year which ended on December 31, 1978 in the meeting held on April 20, 1979. The scheme of amalgamation will take effect only when it is approved by this hon'ble court. Since it was in the stage of consideration by the court, the question of incorporating the figures in the above balance-sheet on the basis of the scheme did not arise when the annual general meeting was held on April 20, 1979. The balance-sheet is to disclose the actual state of affairs of the company as on the last date of the financial year and not what it will b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ide that the consideration of the annual accounts is part of the ordinary business to be transacted at the annual general meeting; and in a case where it is so provided, the accounts should normally be laid before the annual general meeting itself, to be convened within the time limit specified by section 131 (of the English Act). Where, however, the accounts are not ready within this time, the practice of adjourning the annual meeting after transacting all, other business seems to have been recognised. But meeting the requirements of a company's article is not the same thing as complying with a statutory requirement, particularly when the non-compliance is made penal. In Sudhir Kumar Seal v. Asst. Registrar of Companies [1979] 49 Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the annual accounts are not ready for laying at the appropriate annual general meeting, it is open for the company concerned to adjourn the said annual general meeting to a subsequent date when the annual accounts are expected to be ready for laying. This may be done by adopting a suitable resolution adjourning the said annual general meeting to a specified date, or to a date to be specified later on. I am to request you to advise the companies accordingly whenever they approach you for guidance in the matter. I am to enclose for your information a copy of the circular letter of even number and date addressed to all the chambers of commerce in this regard." In the present case, however, the Registrar argues that neither a concession by c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y in the hierarchy of company law-administration, and for that they should not be penalised, if it is possible for this court to avert such a situation. Section 633(2) empowers the High Court to grant relief against apprehended actions for negligence, default, breach of duty, misfeasance or breach of trust. That the above terms are wide enough to cover an apprehended criminal prosecution for contravention of section 210, has been laid down by Raman Nayar J. (as he then was) in In re Bank of Deccan Ltd. [1960] 30 Comp. Cas. 284 (Ker.). The section applies only to officers and not to the company itself, and the first petitioner in C.P. No. 45 is, therefore, not entitled to any relief. As regards the other three petitioners who are directo ..... X X X X Extracts X X X X X X X X Extracts X X X X
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