Adjourned meeting continuity does not satisfy the annual meeting requirement; officers acting on legal advice are not knowingly parties.

An adjourned general meeting that is merely a continuation of a meeting convened in a prior year does not qualify as a separate annual general meeting; therefore the company's conviction for failing to hold a distinct annual meeting is sustained. By contrast, company officers who obtained and acted on legal advice were not shown to have the requisite knowledge or willful participation to be "knowingly parties to the default," so their convictions are set aside and any fines recovered from them are to be refunded.

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Issues: (i) Whether the conviction of the company for failing to hold a general meeting once in every year under Section 76(1) of the Companies Act is sustainable where a meeting convened in one year was adjourned into the next year; (ii) Whether the company officers can be held to have been "knowingly parties to the default" when they acted on legal advice.

Issue (i): Whether an adjourned meeting that began in one year and continued or concluded in a subsequent year satisfies the requirement of Section 76(1) of the Companies Act that a general meeting be held once at least in every year.

Analysis: Section 76(1) requires a distinct general meeting in each year - one meeting per year corresponding to the number of years. Allowing a single meeting to be adjourned across years would permit the same meeting to be treated as the meeting for multiple years, which would defeat the statutory requirement. The meeting held on 31st March 1935 was not a different meeting from the one that began on 30th December 1934; it was a continuation of the same meeting and therefore did not constitute a separate meeting for 1935.

Conclusion: The conviction of the company under Section 76(1) of the Companies Act is upheld; an adjourned meeting continuing into a subsequent year does not satisfy the statutory obligation to hold a distinct general meeting in each year.

Issue (ii): Whether the officers of the company were "knowingly parties to the default" such that their convictions should be sustained.

Analysis: The evidence showed that the officers had obtained legal advice and acted in accordance with that advice. There was insufficient material to show that they had the requisite knowledge or willful participation in the default required to sustain convictions against them.

Conclusion: The convictions of the accused officers (Nos. 5, 6, 7 and 8) are set aside and any fines imposed on them are to be refunded if collected; they cannot be held to have been knowingly parties to the default.

Final Conclusion: The Court affirms the company's conviction for failure to hold distinct annual general meetings as required by Section 76(1) of the Companies Act, but allows relief to the company officers by setting aside their convictions and ordering refund of any fines collected from them.

Ratio Decidendi: An adjourned general meeting that is a continuation of a meeting convened in a prior year does not constitute a separate meeting for the subsequent year; compliance with Section 76(1) requires a distinct annual meeting in each year.

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