The annual general meeting of a company must be completed within the statutory period of fifteen months from the date of the previous annual general meeting, and adjournments of the meeting by appropriate resolutions cannot extend the statutory period.

S. BHATTACHARYYA, J.

( 1 ) ON a complaint filed before the learned Chief Judicial Magistrate, 24-Parganas, by opposite party No. 1, in this rule, the Assistant Registrar of Companies, the two petitioners before us, the directors of M/s. Sukhlal Chandanmull P. Ltd. (hereinafter referred to as "the company") 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" ).

( 2 ) THE allegations made in the above complaint is that though the petitions 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) and (3), of the Act in spite of references made by them by the complainant and thereby committed an offence punishable under section 210 (5) of the Act.

( 3 ) BEING aggrieved by the launching of the above prosecution, the petitioners moved this court in revision with a prayer for quashing the proceedings against them and obtained this rule.

( 4 ) MR. Dutt, appearing in support of the rule, contends before us that the annual general meeting of the company for the financial year in question was duly held on September 27, 1977, that is, within the statutory period, but as the audit could not be completed by them due to illness of the accountant of the company, the shareholders of the company adopted an unanimous resolution to adjourn the meeting till the annual audit was completed. The adjourned meeting was finally held on March 31, 1978, and at the said meeting, the audited balance sheet and the profit and loss account of the company for the financial year ending on March 31, 1977, were duly laid, adopted and passed unanimously by the shareholders.

( 5 ) RELYING upon the Division Bench decision of this court in the case of (1) M. D. Mundhra v. Assistant Registrar of Companies, (1980) 50 Comp. Case 346 (Cal), Mr. Dutt argues that the adjourned annual general meeting of the company held on

March 31, 1978, was nothing but a continuation of its earlier meeting. That being so, argues Mr. Dutt, it cannot be said that the petitioners committed an offence under section 210 (5) of the Act.

( 6 ) IN this context, our attention has also been drawn by Mr. Dutt to another Division Bench decision of this court in the case of (2) Sudhir Kumar Seal v. Assistant Registrar of Companies, West Bengal, (1979) 49 Comp. Case 462 (Cal), wherein, in view of 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, 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.

( 7 ) ON the other hand, Mr. Sen Gupta, appearing for the complainant, has raised a point of law of some importance which does not appear to have come up for consideration before the Division Bench in either of the two cases referred to above.

( 8 ) THE point canvassed by Mr. Sen Gupta is that though an annual general meeting of a company may be adjourned to a subsequent date by an appropriate resolution and the adjourned meeting as to be deemed to be a continuation of the earlier meeting, the whole affair must be finished within the statutory period prescribed by section 166 of the Act, that is to say, within a period of fifteen months from the date of the previous annual general meeting.

( 9 ) AFTER heard both sides at length and given our c

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