JUDGMENT Hon'ble RASTOGI, J.—M/s Basera Cement Ltd ("Company") was ordered to be wound up vide order dt. 08.02.2002 in Co.Petition-38/2000 and Official Liquidator attached to the Court was appointed as Liquidator of the Company to conduct proceedings of winding up w.e.f. The date of order (08.02.2002). 2. Upon order of winding up the Company, statement of affairs was to be filed as required 454 of the Companies Act, 1956 ("Co. Act"), which as alleged, was not done within prescribed time; as such the Official Liquidator (applicant) has filed complaint through instant application 454(5) of Co. Act. As per records maintained by Registrar of Companies, there were Three Directors of the Company (including two respondents herein and third Director was a nominated Director of the RIICO) on the date of winding up order. 3. After the permission was granted for initiating necessary prosecution 454(1) of the Co. Act against ex-Directors of the Company except Ranjan nominated Director whereof vide order dt.06.01.2004. 4. Instant complaint u/Sec. 454(5) has been filed by the complainant, wherein it was stated that ex-Directors of the Company failed to maintain statement of affairs within prescribed time of 21 days from the date of winding up order (08.02.2002) or the date of appointment of Official liquidator or within such extended time not exceeding three months as provided 454(3). Complainant (OL) sent a notice to respondents by registered post on 05.03.2002 (Ex.P2) asking them to file statement of affairs of the Company and further sent reminders on 03.05.2002 (Ex.P5) & 01.07.2002 (Ex.P7). However, respondent-1 sent a letter on 30.07.2002 (Ex.P8) showing inability to submit statement of affairs on the premise of his wife being seriously sick and thereafter sent an application on 21.10.2003 (Ex.P12) requesting that on account of serious illness of his wife (respondent-2), he could not inspect the records lying at factory premises of the Co. in liquidation, which upon winding up order being passed, was sealed on 27.02.2002 and only after inspection being permitted, he would be able to submit requisite statement of affairs. 5. in liquidation, which upon winding up order being passed, was sealed on 27.02.2002 and only after inspection being permitted, he would be able to submit requisite statement of affairs. 5. That apart, notice to ex-Directors of the Company in liquidation was served in terms of R.124 of Company (Court) Rules and despite notice (supra) being served, when they failed to submit statement of affairs without any reasonable excuse and having made default in compliance of statutory provisions while not filing statement of affairs of the Company, complaint through instant application has been filed imputing them liable for punishment 454(5) of Co. Act. 6. However, it appears from the record that after inspection of records being permitted by complainant (OL) vide letter dt. 06.06.2005 (Ex.P13) & made by them on 16.06.2005, statement of affairs was submitted by respondents on 30.06.2005. 7. This Court took cognizance of the offence and summoned the respondents on notices being issued vide order dt.23.04.2004 254, CrPC and upon which, they pleaded not guilty and evidence of complainant was recorded - but much before statement of complainant being recorded on 05.03.2009, statement of Co.'s affairs were already submitted by respondent on 30.06.2005. In support of complaint, applicant examined only one witness - VK Khubchandani (OL) who in his statement deposed that he was appointed as Official Liquidator on 08.02.2002 and after seeking prior permission; complaint through instant application was filed. It has further been deposed that notice dt.05.03.2002 (Ex.P2) was sent to the respondents and despite notice being served, receipt of notices were submitted and marked Ex.P3 & P4, no response was received from the respondents and thereafter reminders-cum notice were sent on 03.05.2002 (Ex.P5) & 01.07.2002 (Ex.P7). 8. The witness (OL) further deposed that respondent-1 sent a letter dt.30.07.2002 (Ex.P8) showing inability to submit requisite statement of Co.'s affairs on the premise of his wife being seriously ill and that apart, also sent another application dt.21.10.2003 (Ex.P12) stating therein that the records of Company in liquidation lying in factory premises, which after winding up order being passed, was sealed on 27.02.2002, could not have been inspected - in absence whereof, no reply could have been submitted. The witness also deposed that letter was sent by the applicant (OL) on 06.06.2005 (Ex.P13) calling upon respondents to inspect the records of Company in liquidation at the factory premises - pursuant to which, respondent indisputably inspected the records on 16.06.2005 and statement of Co.'s affairs was submitted on 30.06.2005. 9. However, on being cross examined by defence counsel, the witness stated that he was not holding any record, his statement was completely vague being based on documentary evidence and even on account of vagueness in statement at the stage of cross examination, it may not be of any material effect to the prosecution case. 10. Be that as it may, it was an admitted position from the prosecution evidence that after communication being sent on 10.10.2003 (Ex.P9), letter was sent by respondent on 21.10.2003 (Ex.P12) showing inability due to serious illness of his wife to submit statement of Co.'s affairs and made further request for inspection of the records indisputably lying at factory premises - in response to which, notice was sent only on 06.06.2005 (Ex.P13) pursuant to which respondents appeared and inspected the requisite records on 16.06.2005 and submitted statement of Co.'s affairs on 30.06.2005. 11. However, statement of accused (respondents) were recorded 313, Cr.P.C. in which it was stated that winding up order was passed ex parte and it was not within their notice and the factory where the records were being maintained was sealed on 27.02.2002 and that was the precise reason that statement of affairs could not have been furnished within statutory period. 12. However, both the respondents after their statements being recorded 313, Cr.P.C. have not examined any witness in defence as is evident from order dt.18.09.2009 13. Sub-S.1 of S.454 prescribes that where the Court has made a winding up order, there shall be made out and submitted to the Official Liquidator a statement of affairs of the Co. in the form prescribed and the particulars to be furnished in the statement of affairs are stated in Cls.(a) to (e) of sub-sec. (1) of Section 454. 14. However, sub-section (2) of Section 454 prescribes that such a statement shall be submitted and verified by one or more of the persons who are at the relevant date, the directors or by the person who is at that date, the manager, Secretary or other Chief Officer of the Company. (1) of Section 454. 14. However, sub-section (2) of Section 454 prescribes that such a statement shall be submitted and verified by one or more of the persons who are at the relevant date, the directors or by the person who is at that date, the manager, Secretary or other Chief Officer of the Company. As per sub-section (3) of Section 454, the statement shall be submitted within 21 days from the relevant date or within such extended time not exceeding three months from that date, as the official liquidator or the court may for special reasons appoint, as referred to in sub-section (4) of Section 454. 15. However, sub-section (5) of Section 454 prescribes punishment for the default and as per which, if any person, without reasonable excuse, makes default in complying with any of the requirements of the section, he shall be punishable with imprisonment for a term which may extend to two years, or with fine which may extend to one thousand rupees for every day during which the default continues, or with both. 16. It is relevant to observe that there are certain provisions of the Co. Act having bearing on the case. S.163 requires that register of members, copies of all annual returns, etc, are to be kept at the registered office of the company. 193, minutes of general meeting & board meetings of the Company are to be maintained while 196 they are to be kept at the registered office of the Company. At the same time, 209, the requirement is that every company shall keep proper books of account with details as stated therein at its registered office and the persons responsible for securing compliance with provisions of this Section are liable to be punished for default. 209(6) these persons would be the managing directors, or a manger, if there is one, and otherwise very director of the Company. 17. 209(6) these persons would be the managing directors, or a manger, if there is one, and otherwise very director of the Company. 17. In instant complaint, it has not come on record that the registered office of the Company is at a different place other than the factory premises and indisputably, as per complaint, itself, on the date of winding up order (08.02.2002), factory premises were sealed on 27.02.2002 much before expiry of 21 days and without taking note of within extended period of three months i.e. statutory period required, within which ex-directors of the Company is required to submit statement of affairs which was not made available to them. 18. After notice was sent by Official Liquidator (applicant) on 10.10.2003 (Ex.P9), reply was submitted by respondent on 21.10.03 (Ex.P12) - at that stage, he showed his inability to submit statement of affairs because of serious illness of his wife (respondent-2) and still made request seeking permission to inspect the records having been kept at the factory premises which was sealed on 27.02.2002 as a consequence upon winding up order being executed; and thereafter a letter was sent by Official Liquidator on 06.06.2005 (Ex.P13) pursuant to which respondents were called upon and permitted to inspect the records of the Company on 15.06.2005 and after inspection having been made on 16.06.2005, submitted statement of affairs on 30.06.2005. 19. As set out (supra), sub-section (5) of S.454 of Co. Act clearly postulates that if any person without reasonable excuse, makes default in complying with any of the requirements of this section, is liable for punishment with imprisonment or with fine or with both. Thus, the offence for not having filed statement of affairs 454(1) of Co. Act is a continuing one and terminates only on the filing of the statement of affairs. From the material on record set out (supra) it is clearly manifest that the delay having caused in filing statement of Co.'s affairs, which Ex-directors of the Company (respondents) have been able to come with reasonable excuse due to which statement of affairs could not have been submitted prior thereto - in absence whereof, the complainant (applicant) has not been able to prove the offence beyond doubt that there was no reasonable excuse for the respondents in making compliance of the requirements 454(1) of Co. Act for filing statement of Co.'s affairs within statutory period. Act for filing statement of Co.'s affairs within statutory period. This Court is also satisfied that there was reasonable cause on account of which statements of affairs could not have been submitted by respondents within statutory period. Consequently, the complaint fails and is hereby dismissed. No costs.