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TMI Blog1988 (3) TMI 462X X X X Extracts X X X X X X X X Extracts X X X X ..... h the above complaints. 2. Crl. M.P. No. 6032 of 1985 is to quash proceedings in C.C. No. 1067 of 1982 for an offence under S. 159, r/w S. 162 of the Act for failure to file before the Registrar the returns. 3. Crl. M.P. No. 6034 of 1985 is to quash proceedings in C.C. No. 1068 of 1982 for an offence under S. 166 r/w S. 168 of the Act, for failure to hold the annual general body meeting for the year 1981. Crl. M.P. No. 6034 of 1985 seeks quashing of the above complaint. 4. Crl. M.P. No. 6036 of 1985 is to quash proceedings in C.C. No. 1069/82 for an offence under S. 220 of the Act, for failure to file before the Registrar, the copies of the balance sheet and the profit and loss account for the year 1981. 5. Crl. M.P. No. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tinuing or not is no longer res Integra. In M/s. Kalaimagal Corporation Ltd., Tuticorin v. The Assistant Registrar of Companies, Shastri Bhavan, Madras-6 Order in Crl. R.C. Nos. 390 to 394 of 1984 dt. 28th July, 1987 since reported in 1987 L.W. (Crl.) 501, I have held that the offences under Ss. 159 and 220 of the Act are continuing offences. After a comparative analysis of the different provisions of the Act and the different punishments provided under the Act, disagreeing with the view expressed by a Division Bench of the Calcutta High Court in National Cotton Mills v. Assistant Registrar of Companies 1984 56 Comp. Case. 222, and agreeing with the decision of a single Judge of the same Court in Ajit Kumar Sarkar v. Assistant Registrar of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ting once in fifteen months after giving due notice of the same. In case there is default in holding the annual general meeting, the Central Government is empowered to call or direct the calling of a general meeting of the company and give ancillary or consequential directions for holding the meeting. Failure to hold a meeting as required under S. 166 of the Act and failure to comply with any direction of the Central Government issued under S. 167 of the Act, are made punishable under S. 168 of the Act. The language of S. 168 relating to the nature of the punishment to be awarded is relevant to decide whether these offences are continuing offences or not. The relevant portion of S. 168 of the Act is as follows: shall be punishable with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a director of a company, fails to take all reasonable steps to comply with the provisions of this section, he shall, in respect of each offence, be punishable with imprisonment for a term which may extend to six months or with fine which may extend to one thousand rupees, or with both. The opening words of the section make it clear, that the balance-sheet and the profit and loss account have to be placed at every annual general meeting held in pursuance of S. 166 of the Act. This would, therefore, contemplate a situation where the annual general meeting is actually held under S. 166 of the Act, and the balance sheet and the profit and loss account are not placed in the annual general meeting. When the meeting is so held and when the do ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o long as the meeting is not held. The offence, therefore, is a continuing offence. However, the liability to place profit and loss account and the balance sheet arises only if and when an annual general meeting is held. The offence, therefore, can be committed only once, i.e., when a meeting is so held and the documents are not placed. The offence is not a continuing offence. It, therefore, follows from the above discussion that the offence under S. 210 of the Act is not a continuing offence. 13. The next question is whether, on the allegations in the complaint, S. 210 of the Act is attracted. The averment in paragraph 4 of the complaint is as follows: As such, the aforesaid company's balance sheet and profit and loss account ..... X X X X Extracts X X X X X X X X Extracts X X X X
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