Judgment The petitioners against whom the respondent has preferred a Complaint for various offences under the Indian Companies Act, 1956 (1 of 1956) (hereinafter referred to as the Act), now pending before the Additional Chief Metropolitan Magistrate, E.O. II, Egmore, Madras, invoke the inherent powers of this Court under Sec. 482, Crl. P.C., to quash 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 Sec.159, read with Sec. 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 Sec. 166 read with Sec. 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 of 1982 for an offence under Sec. 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.6038 of 1985 is to quash proceedings in C.C. No.1070 of 1982 for an offence under Sec. 210 of the Act, for failure to place the balance sheet and the profit and loss account at the annual general meeting of the Company for the year 1981. 6. The ground on which all the above four Complaints are sought to be quashed is that they have been filed beyond the statutory period of limitation fixed under the Act. According to the learned counsel for the petitioners, Thiru v. Sairam, these offences have been committed in the year 1982 and the prosecution has been launched only after the expiry of six months from the date of the commission of the offence and are therefore barred by limitation. 7. Per contra, Thiru R.Shanmugham, learned counsel for the respondent, contended that offences under Sec. 159, read with Sec. 162, Sec. 166 read with Secs. 168, 220 and 210 of the Act are continuing offences. In the first three Complaints they have been described as continuing offences and hence Sec. 472, Crl. P.C., extending the period of limitation to the continuing offences would apply. The petitions, therefore, have to be dismissed. 8. 168, 220 and 210 of the Act are continuing offences. In the first three Complaints they have been described as continuing offences and hence Sec. 472, Crl. P.C., extending the period of limitation to the continuing offences would apply. The petitions, therefore, have to be dismissed. 8. The question that arises for consideration is whether the offences under Sec. 159, read with Sec. 162, Sec. 166 read with Secs. 168, 220 and 210 of the Act are continuing offences. 9. In Crl.M.P.No.6032 of 1985, the offence is one under Sec. 159 read with Sec. 162 of the Act and in Crl.M.P.No.6036 of 1985 the offence is one under Sec. 220 of the Act. The question as to whether these offences are continuing or not is no longer res Integra. In M/s. Kalaimagal Corporation Ltd., Tuticorin v. The Assistant Registrar of Companies, Shastri Bhavan, Madras-6, 1987 L.W. (Crl.) 501, I have held that the offences under Secs. 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. Cas. 222 and agreeing with the decision of a single Judge of the same Court in Ajit Kumar Sarkar v. Asssistant Registrar of Companies, (1979) 49 Comp. Cas. 909 and also agreeing with the decision of the Orissa High Court in Registrar of Companies, Orissa v. The Utkal Distributors Pvt. Ltd. and others, 1977 Tax L.R. (NOC.) 45 and the decision of the Kerala High Court in Sundaram Chits (India) Ltd. and others v. Registrar of Companies, Kerala, (1986) 59 Comp. Cas. 261, I had held that the offences under Secs. 159 and 220 of the Act are continuing offences. I see no reason to change my earlier view, particularly in the light of the later pronouncement of the Supreme Court in Maya Rani Punj v. C.I.T., 157 I.T.R. 330, holding that the offence under Sec. 27(1) (a) of the Income-tax Act, 1961 was a continuing offence. The Supreme Court in the above decision observed: "If a duty continues from day-to-day the nonperformance of that duty from day-to-day is a continuing wrong. The Supreme Court in the above decision observed: "If a duty continues from day-to-day the nonperformance of that duty from day-to-day is a continuing wrong. We are of the view that the legislative scheme under Sec. 27(1) (a) of the 1961 Act, in making provision for a penalty continuous with the default to be raised, provided for a situation of continuing wrong." I, therefore, hold that the offence under Sec. 159 of the Act made punishable under Sec. 162 of the Act and the offence under Sec. 220 of the Act are continuing offences. Crl. M.P.Nos.6032 and 6036 of 1985 have to fail. 10. Crl.M.P.No.6034 of 1985 is for an offence under Sec. 166 read with Sec, 168 of the Act. Under Sec. 166 of the Act, every Company is required to hold in addition to any other meetings, a general meeting as its annual general meeting 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 cat) 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 Sec. 166 of the Act and failure to Comply with any direction of the Central Government issued under Sec. 167 of the Act, are made punishable under Sec. 168 of the Act The language of Sec. 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 Sec. 168 of the Act is as follows: "......shall be punishable with fine which may extend to five thousand rupees and in the case of a continuing default, with a further fine which may extend to two hundred and fifty rupees for every day after the first during which such default continues." It is clear from the language of the section extracted above, that so long as the annual general meeting is not held as required under Sec. 166 of the Act, the default continues and the offence also continues, entailing a penalty for each day during which the default continues. The duty to hold a general body meeting continues so long as the meeting is not held. The duty to hold a general body meeting continues so long as the meeting is not held. Hence, applying the test indicated by the Supreme Court in Maya Rani Punj v. C.I.T., 157 I.T.R 330, the non-performance of that duty from day-to-day is a continuing wrong and the penalty being continuous with the default the offence is a continuing one. I see no difficulty in holding that the offence under Sec. 166 of the Act punishable under Sec. 168 of the Act is a continuing offence. Crl.M.P.No.6034 of 1985, therefore, has to fail. 11. Crl.M.P.No.6038 of 1985 relates to an offence under Sec. 210 of the Act. The relevant portion of Sec. 210 of the Act is as follows: "Sec.210(1). At every general meeting of a Company held in pursuance of Sec. 166, the Board of Directors of the Company shall lay before the Company- (a) a balance sheet as at the end of the period specified in Sub-sec. (3) and (b) a profit and loss account for that period. (2) to (4) xxx (5) If any person, being 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 which 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 Sec. 166 of the Act. This would, therefore, contemplate a situation where the annual general meeting is actually held under Sec. 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 documents are not so placed, the offence is committed. If no annual general meeting is held, as required under Sec. 166 of the Act, the question of not placing the documents in the meeting would not arise. This offence, therefore, can be committed only when a meeting is held and the documents are not placed. This clearly indicates that the offence is committed once for all. It is not a continuing offence. The mode of punishment provided under Sub-sec. This offence, therefore, can be committed only when a meeting is held and the documents are not placed. This clearly indicates that the offence is committed once for all. It is not a continuing offence. The mode of punishment provided under Sub-sec. (5) of Sec. 210, viz., imposing a maximum imprisonment or fine also suggests that the offence is not a continuing offence. 12. Though failure to hold the annual general meeting under Sec. 166 of the Act is a continuing offence, the failure to place the balance sheet and the profit and loss account in the general meeting is not a continuing offence. This may, apparently appear to be an anamoly, yet a closer scrutiny of the scheme of the Act would show that it is not. While failure to furnish annual returns or the balance sheet to the Registrar as required under Secs. 159 and 220 of the Act, made punishable under Sec. 162 of the Act are continuing offences entailing a fine for every day during which the default continues, filing false statement to the Registrar either in the annual returns or in the balance sheet made punishable under Sec. 168 of the Act by a lump-sum fine. This indicates a clear distinction between the two kinds of offences with reference to the same documents. Similarly, the liability to hold annual general meeting lasts so 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 Sec. 210 of the Act is not a continuing offence. 13. The next question is whether, on the allegations in the Complaint, Sec. 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 for the financial year ending with 31st March, 1981 should have been laid at an annual general meeting on or before 30th September, 1981. The averment in Paragraph 4 of the Complaint is as follows: “As such, the aforesaid Company’s balance sheet and profit and loss account for the financial year ending with 31st March, 1981 should have been laid at an annual general meeting on or before 30th September, 1981. Further, there is no evidence on record to show that the above said balance sheet was placed in annual general meeting till the date of filing of this Complaint.” The prosecution, therefore, proceeds on the assumption that the balance sheet and profit and loss account should have been laid at the annual general meeting which should have been held on or before 30th September, 1981. It is not the case of the prosecution that a meeting was held and the balance sheet and profit and loss account, were not placed. Failure to hold a meeting is an offence under Sec. 166 of the Act. Sec. 210 of the Act will apply only when a meeting is held and the docouments are not placed at the meeting. That a meeting should have been held and the documents should have been placed, cannot form the basis of a prosecution under Sec. 210 of the Act. The opening words of Sec. 210(1) of the Act make this position clear. In the absence of any averment in the Complaint that the annual general meeting of the Company was held in which the documents had not been placed, the prosecution under Sec. 210 of the Act cannot stand. The averments in the Complaint do not disclose an offence under Sec. 210 of the Act. The proceedings in C.C.No. 1070 of 1982 therefore, have to be quashed. 14. In the result, Crl.M.P.Nos. 6032, 6034 and 6036 of 1985 are dismissed. Crl.M.P.No. 6038 of 1985 is allowed and the proceedings in C.C.No. 1070 of 1982 are quashed.