Skip to content


Subal Dutta and Sons P. Ltd. and ors. Vs. Assistant Registrar of Companies and anr. - Court Judgment

LegalCrystal Citation
SubjectCompany
CourtKolkata High Court
Decided On
Case NumberCriminal Revision No. 1759 of 1984
Judge
Reported in[1986]59CompCas822(Cal)
ActsCompanies Act, 1956 - Sections 166, 16(1), 220(1) and 220(3)
AppellantSubal Dutta and Sons P. Ltd. and ors.
RespondentAssistant Registrar of Companies and anr.
Appellant AdvocateKamal Bhattacharyya, Adv.;D.K. Dutt, ;P.S. Bose and ;S.K. Rakshit, Advs.
Respondent AdvocateB.R. Ghosal and ;S. James, Advs.
DispositionApplication allowed
Cases ReferredBejoy Kumar Karnani v. Assistant Registrar of Companies
Excerpt:
- .....of this application, it will be necessary to detail the facts, which are not in dispute. the annual general meeting of the company for the year ending april 14, 1982, was held on october 12, 1982, and the annual general meeting for the year in question was initially held on october 12, 1983. since the auditor's report and audited accounts had not been received till then, the meeting was adjourned; and in the adjourned meeting held on january 7, 1984, the balance-sheet and profit and loss account of the company were laid and adopted. thereafter, the balance-sheet and profit and loss account were sent to the registrar of companies on january 13, 1984.3. mr. dutt contended that the annual general meeting for the year ending april 14, 1983, was held within the calendar year of 1983 and.....
Judgment:

Manoj Kumar Mukherjee, J.

1. An Assistant Registrar of Companies, West Bengal, instituted a prosecution against Subal Dutta and Sons (P.) Ltd. (hereinafter referred to as 'the company') and its six directors for an offence under Section 220(3) of the Companies Act, 1956 ('Act' for short). The allegation in the complaint was that the company did not furnish to the Registrar of Companies its balance-sheet and profit and loss account for the year ending April 14, 1983. Aggrieved by the institution of the prosecution, all the seven accused persons have filed this application for quashing the same.

2. To appreciate the contention raised by Mr. Dutt in support of this application, it will be necessary to detail the facts, which are not in dispute. The annual general meeting of the company for the year ending April 14, 1982, was held on October 12, 1982, and the annual general meeting for the year in question was initially held on October 12, 1983. Since the auditor's report and audited accounts had not been received till then, the meeting was adjourned; and in the adjourned meeting held on January 7, 1984, the balance-sheet and profit and loss account of the company were laid and adopted. Thereafter, the balance-sheet and profit and loss account were sent to the Registrar of Companies on January 13, 1984.

3. Mr. Dutt contended that the annual general meeting for the year ending April 14, 1983, was held within the calendar year of 1983 and since the adjourned annual general meeting, in which the balance-sheet and profit and loss account were laid, was the continuance of its earlier meeting and was held within 15 months from the date of the annual general meeting of the earlier year, it was held strictly in accordance with the provisions of Section 166 of the Act; and consequently there could not be a valid prosecution for violation of Section 220(1) of the Act.

4. Mr. Ghosal, appearing for the complainant, relied upon the provision of Section 220(1) of the Act and contended that irrespective of the fact whether the balance-sheet and profit and loss account were laid in the annual general meeting of the company or not, they should have been filed with the Registrar of Companies within 30 days from the latest day on or before which that meeting should have been held in accordance with the provisions of the Act; and since in the instant case the annual general meeting was held on October 12, 1983, the balance-sheet and profit and loss account were required to be filed in the office of the Registrar of Companies on or before November 11, 1983. According to Mr. Ghosal, as it was not filed within the stipulated time, the petitioners were liable for prosecution under Section 220(3) of the Act.

5. In the case of M.D. Mundra v. Assistant Registrar of Companies [1979] 83 CWN 279; [1980] 50 Comp Cas 346 (Cal), it has been held by this court that the adjourned annual general meeting was nothing but a continuance of its earlier meeting. Again in the case of Sudhir Kumar Seal v. Assistant Registrar of Companies [1979] 49 Comp Cas 462, it has been held, relying upon a Circular bearing No. 35/9/72-CL. III, dated February 2, 1974, issued by the Company Law Board, Ministry of Law, Justice and Company Affairs, 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 to get the annual general meeting adjourned to a subsequent date by an appropriate resolution and the account and balance-sheet could be laid at the adjourned annual general meeting. Another Division Bench of this court held in the case of Bejoy Kumar Karnani v. Assistant Registrar of Companies [1984] 2 CHN 314 ; [1985] 58 Comp Cas 293, that notwithstanding such adjournments by appropriate resolutions, the annual general meeting must be completed within the statutory period of 15 months, from the date of the annual general meeting for the previous year unless, of course, the period was extended by the Registrar under Section 166(1) of the Act.

6. Judged in the light of the above three decisions, we find that the annual general meeting was initially held within the stipulated time and the adjourned meeting was held within 15 months as envisaged under Section 166(1) of the Act. It must be said, therefore, that the annual general meeting for the year in question was held by the latest day on or before which that meeting should have been held in accordance with the provisions of the Act. Since in that meeting the balance-sheet and profit and loss account of the company were laid and since they were sent to the Registrar of Companies within 7 days thereof, there was no violation of the provision of Section 220(1) of the Act. It must, therefore, be held that the instant prosecution is not maintainable.

7. We, therefore, allow this application and quash the proceeding.

Sankar Bhattachaeyya, J.

I agree.


Save Judgments// Add Notes // Store Search Result sets // Organizer Client Files //