The central legal point established in the judgment is that a circular from the Company Law Board allowing for adjournment of annual general meetings can override statutory provisions of the Companies Act, and prosecution based on such violation can be quashed.

( 1 ) THE three petitioners before us, who are directors of Simplex Concrete Piles (India) Private Ltd. (hereinafter the " Company ") having its registered office at 13, Camac Street, Calcutta-17, have in this application impugned the legality of a proceeding instituted against them and the others under Section 210 (5) of the Companies Act, 1956 (hereinafter " Act "), on the basis of a complaint filed by the opposite party No. 1, the Assistant Registrar of Companies, West Bengal, in the Court of the Chief Judicial Magistrate at Alipore and have prayed that the proceedings pending against them be quashed.

( 2 ) THE allegations made in the aforesaid complaint in brief was that the balance-sheet and profit and loss account of the company for the year ending December 31, 1975, was placed in the adjourned annual general meeting held on July 30, 1976, after a period of more than six months from the date when the accounts were last submitted and as such there was a violation of Section 210 (3) (b) of the Act.

( 3 ) IT appears that the company called the annual general meeting on June 29, 1976, but as on that date, for reasons stated in the petition, the accounts were not ready for laying, the meeting was adjourned till July 30, 1976, when the profit and loss account and the balance-sheet were duly laid.

( 4 ) MR. Dilip Kumar Dutta, learned advocate, appearing on behalf of the petitioners, submitted that no offence can be deemed to have been committed by the company as it acted in accordance with a circular letter No. 35/9/72-C. L. III dated February 2, 1974, issued by the Company Law Board, Ministry of Law, Justice and Company Affairs. The relevant portion of the circular is as follows :" In case 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 suitable resolution adjourning the said annual general meeting to a specified date or to a date to be specified later on. "

( 5 ) MR. J. N. Ghosh, learned advocate, appearing on behalf of the Assistant Registrar of Companies, West Bengal, contended that the circular cannot possibly override the statutory provisions of Section 210 (3) of the Act and the circular must be read as subject to the said provisions. We are unable to accept the contention of Mr. Ghosh for the reasons which follow.

( 6 ) IN the case of Sudhir Kumar Seal v. Assistant Registrar of Companies, being Criminal Revision Case No. 965 of 1978, reported in [1979] 49 Comp Cas 462 (Cal)], where the directors of Aviquipo of India (Private) Ltd. were prosecuted under Section 210 (5) of the Act for violation of sub-ss. (1) and (3) of Section 210 of the Act on the ground that the balance-sheet for the year ending November, 1975, was not placed at the annual general meeting of the company which was held on May 29, 1976, but was placed in the ajourned annual general meeting held on July 15, 1976, Mr. J. N. Ghosh accepted the position that the prosecution was misconceived in view of the aforesaid circular of the Company Law Board and the proceedings against the directors of the company were quashed by this court which expressed a view in conformity with the circular.

( 7 ) IN the premises aforesaid the prosecution in the instant case has also to be quashed. Moreover, if the company had acted in accordance with the circular issued by the Company Law Board it was not open to the Assistant Registrar of Companies to launch the prosecution against it. It was of course open to the Company Law Board to modify the circular which they have not done. Furthermore, when the accounts of the company were not ready for laying at the annual general meeting and the annual general meeting was adjourned by an appropriate resolution after transaction of some business to a subsequent date for laying of the accounts, t