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.;