9911796707
TMI Blog1984 (9) TMI 221X X X X Extracts X X X X X X X X Extracts X X X X ..... any") with its registered office at No. 23/21, Gariahat Road, Calcutta-29, have been summoned to face trial under section 210(5) of the Companies Act, 1956 (hereinafter referred to as "the Act"). The allegations made in the above complaint is that though the petitioners were under a statutory obligation under the Act to lay before the company at its annual general meeting which should have been held in pursuance of section 166 of the Act by September 30, 1977, at the latest, its balance-sheet and profit and loss account for the financial year ending on March 31, 1977, they failed and neglected to do so in compliance with the provisions of section 210(1), (3), of the Act in spite of references made to them by the complainant and thereby com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is court in the case of Sudhir Kumar Seal v. Assistant Registrar of Companies, West Bengal [1979J 49 Comp. Cas. 462 (Cal.) wherein, in view of a circular bearing No. 35/9/72-CLAUISE III, dated February 2, 1974, issued by the Company Law Board, Ministry of Law, Justice and Company Affairs, the Bench held that in a case where the annual accounts were not ready for laying at the annual general meeting of the company, it would be open to the directors of the company to get the annual general meeting adjourned to a subsequent date by an appropriate resolution and the accounts and the balance-sheet could be laid at the adjourned annual general meeting. On the other hand, Mr. Sen Gupta, appearing for the complainant, has raised a point of law of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the statutory period by virtue of the circular issued by the Company Law Board referred to above. The position can be best appreciated through an example. Suppose the annual general meeting of a company is called on the last day of the fifteenth month from the date of its earlier meeting and is adjourned by an appropriate resolution to a future date. If the circular is to be literally construed divorced of the provisions of section 166 of the Act, such adjournments may go on ad infinitum and in such contingency, not only the provisions of section 166 but also the provisions of section 168 and 210 of the Act would be rendered nugatory, leading to chaos and confusion in the matter of enforcement of the relevant provisions of the Act by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and the profit and loss account of the company for the financial year in question were laid, adopted and passed by the shareholders. In view of the principles laid down by the Supreme Court in the case of State of Bombay v. Bandhan Ram Bhandani [1961] 31 Comp. Cas. 1 (SC), we find that, in the circumstances of the instant case, the petitioners could be prosecuted both under section 166 as well as under section 210(5) of the Act. In our opinion, there has not been any illegality or impropriety on the part of the learned Chief Judicial Magistrate in taking cognizance of the offence under section 210(5) of the Act and issuing processes against the petitioners. There is, therefore, no ground for quashing the impugned proceedings. In the result ..... X X X X Extracts X X X X X X X X Extracts X X X X
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