ORDER : Sanjeev S Kalgaonkar, J. This M.Cr.C. having been heard and reserved for order, coming on for pronouncement this day, Justice Sanjeev S. Kalgaonkar pronounced the following: This petition under Section 482 of the Code of Criminal Procedure (in short … “the Code”) is filed for quashing of order dated 12.07.2017, passed by the learned Special Judicial Magistrate (CBI and Economic Offence), Indore in Criminal Case No.24/2005 and discharge of the petitioners in the matter. 2. The exposition of the fact giving rise to this petition is as under :- The Registrar of Companies, M.P. and Chhattisgarh submitted a criminal complaint for offence punishable under Sections 162 and 168 of the COMPANIES ACT , 1956 ( in short .... "the Act, 1956") against M/s. Bonanza Biotech Ltd. and its directors Amit Patel, Rakesh Pandya, Smt. Dhruma Vaghela and Sharad Gujarati. It is alleged that accused No.1 Bonanza Biotech Ltd. Company is public limited company, which is registered under the COMPANIES ACT , 1956. Accused No.2 to 5 namely Amit Patel, Smt. Dhruma Vaghela and Sharad Gujarati are its directors. As per Section 166 of the COMPANIES ACT , the accused/company was bound to conduct Annual General Meeting for year 2001-2004 on 30.09.2001 to 30.09.2004 respectively and was also required to submit annual reports/ returns in prescribed form within 60 days of the Annual General Meeting. Despite issuance of notice dated 04.07.2005 by the complainant, the Company and its directors did not submit the requisite annual reports in accordance with the provisions of the Act. The offence started on 30.11.2001 and continued till date, therefore, accused Nos.1 to 5 be prosecuted and punished for offence punishable under Sections 162 and 168 of the COMPANIES ACT . The complaint was filed on 15.07.2005. 3. The petitioner/accused submitted application for discharge on the ground that the complaint was barred by limitation. Learned Special Judicial Magistrate, CBI, Indore vide order dated 12.07.2017 rejected the application concluding that the offence punishable under Sections 162 and 168 of the Act are continuing offences, therefore, in view of the provisions contained in Section 472 of Cr.P.C., the complaint is within limitation. Further, Form No.32 submitted on behalf of accused/Company shows that the petitioners/accused were Directors of the Company during relevant period. The objections relating to their discharge is merit-less. 4. Further, Form No.32 submitted on behalf of accused/Company shows that the petitioners/accused were Directors of the Company during relevant period. The objections relating to their discharge is merit-less. 4. Feeling aggrieved by order dated 12.07.2017, the present petition is filed, assailing the order on following grounds : (1) The petitioners were neither the Directors of the Company and nor were in-charge and responsible for day to day business of the Company. (2) The alleged offence is punishable with fine only. As per the provisions of Section 468 of Cr.P.C., the period of filing complaint was six months which expired on 30.05.2002, 30.05.2003, 30.05.2004 and 30.05.2005 respectively. The complaint was filed on 15.07.2005, therefore, the complaint was barred by limitation. (3) Learned Magistrate failed to appreciate that the offence under Sections 159 , 161 and 166 are not continuing offence since they relate to making of annual return, annexing certificate to the annual return and conducting annual general meeting. Learned Magistrate did not consider as to what was the date of knowledge of the offence to bring it within limitation. No case against the present petitioners was made out from the material on record. (4) Learned Magistrate erroneously concluded that whether the petitioners were Directors of the Company, would be decided by evidence. 5. On these grounds, it is requested that the order dated 12.07.2017 be set aside and the petitioners be discharged. 6. Learned counsel for the petitioners referring to the judgment of Supreme Court in the case of Bhagirath Kanoria & Ors. Vs. State of M.P. & Ors. reported in AIR 1984 SC 1688 and order of Coordinate Bench of this Court dated 12.04.2018, passed in M.Cr.C. No.8750 of 2017 contends that the alleged offence relates to non-filing of annual reports and non-conduction of annual general meeting. The offence punishable under Sections 162 and 168 are not continuing offence, rather, the offences are committed on prescribed date and the penal provision provides for fine amount for continuation of default only. The Section 472 of Cr.P.C. would not apply for the defaults under Sections 159 , 161 and 166 of COMPANIES ACT . The complaint, being barred by limitation provided under Section 468 of the Code, deserves to be dismissed. The Section 472 of Cr.P.C. would not apply for the defaults under Sections 159 , 161 and 166 of COMPANIES ACT . The complaint, being barred by limitation provided under Section 468 of the Code, deserves to be dismissed. However, learned counsel fairly concedes that the notification with regard to repeal under Section 465 of the COMPANIES ACT , 2013 has been issued, therefore, the petitioners does not wish to pursue the objections in that regard. 7. Per Contra, learned counsel for the respondents referring to the complaint and documents annexed therewith submits that as per the particulars of appointment of the directors submitted by Bonanza Biotech Ltd., the petitioners were its directors during the relevant period. They were given show cause notice by the Registrar of Companies, M.P. and Chhattisgarh. No reliable material is submitted by the petitioners to rebut this fact. Therefore, the objections in this regard is merit-less. The offence alleged are obviously continuing offence. The learned Magistrate committed no error in rejecting the application for discharge. 8. Heard learned counsel for both the parties and perused the record. 9. The Supreme Court in the case of State of Bihar Vs. Deokaran Nenshi & Ors. reported in 1972 (2) SCC 890 explaining the concept of continuing offence observed as under :- 5. A continuing offence is one which is susceptible of continuance and is distinguishable from the one which is committed once and for all. It is one of those offences which arises out of a failure to obey or comply with a rule or its requirement and which involves a penalty, the liability for which continues until the rule or its requirement is obeyed or complied with. On every occasion that such disobedience or non-compliance, occurs and recurs, there is the offence committed. The distinction between the two kinds of offences is between an act or omission which constitutes an offence once and for all and an act or omission which continues and therefore constitutes a fresh offence every time or occasion on which it continues. In the case of a continuing offence, there is thus the ingredient of continuance of the offence which is absent in the case of an offence which takes place when an act or omission is committed once and for all. In the case of a continuing offence, there is thus the ingredient of continuance of the offence which is absent in the case of an offence which takes place when an act or omission is committed once and for all. Dealing with the provisions of Section 66 of the Mines Act, 1952, it has been further held in Para – 9, as under :- 9. Regulation 3 read with Section 66 of the Mines Act makes failure to furnish annual returns for the preceding year by the January 21, of the succeeding year an offence. The language of Regulation 3 clearly indicates that an owner, manager etc. of a mine would be liable to the penalty if he were to commit an infringement of the Regulation and that infringement consists in the failure to furnish returns on or before January 21, of the succeeding year. The infringement, therefore, occurs on January 21, of the relevant year and is complete on the owner failing to furnish the annual returns by that day. The Regulation does not lay down that the owner, manager etc. of the mine concerned would be guilty of an offence if he continues to carry on the mine without furnishing the returns or that the offence continues until the requirement of Regulation 3 is complied with. In other words, Regulation 3 does not render a continued disobedience or non-compliance of it an offence. As in the case of a construction of a wall in violation of a rule of a bye-law of a local body, the offence would be complete once and for all as soon as such construction is made, a default occurs in furnishing the returns by the prescribed date. There is nothing in Regulation 3 or in any other provision in the Act or the Regulations which renders the continued non-compliance an offence until its requirement is carried out. 10. In the case of Bhagirath Kanoria & Ors. Vs. State of M.P. & Ors. (Supra), the Supreme Court has observed as under :- 19. The question whether a particular offence is a continuing offence must necessarily depend upon the language of the statute which creates that offence, the nature of the offence and, above all, the purpose which is intended to be achieved by constituting the particular act as an offence. (Supra), the Supreme Court has observed as under :- 19. The question whether a particular offence is a continuing offence must necessarily depend upon the language of the statute which creates that offence, the nature of the offence and, above all, the purpose which is intended to be achieved by constituting the particular act as an offence. Turning to the matters before us, the offence of which the appellants are charged is the failure to pay the employer's contribution before the due date. Considering the object and purpose of this provision, which is to ensure the welfare of workers, we find it impossible to hold that the offence is not of a continuing nature. The appellants were unquestionably liable to pay their contribution to the provident fund before the due date and it was within their power to pay it, as soon after the due date had expired as they willed. The late payment could not have absolved them of their original guilt but it would have snapped the recurrence. Each day that they failed to comply with the obligation to pay their contribution to the fund, they committed a fresh offence. It is putting an incredible premium on lack of concern for the welfare of workers to hold that the employer who has not paid his contribution or the contribution of the employees to the provident fund can successfully evade the penal consequences of his act by pleading the law of limitation. Such offences must be regarded as continuing offences, to which the law of limitation cannot apply. (emphasis added) It was further held in Para 22 that :- 22. Before we close, we consider it necessary to draw attention to the provisions of Section 473 of the Code which we have extracted above. That section is in the nature of an overriding provision according to which, notwithstanding anything contained in the provisions of Chapter XXXVI of the Code, any court may take cognizance of an offence after the expiry of the period of limitation if, inter alia, it is satisfied that it is necessary to do so in the interest of justice. That section is in the nature of an overriding provision according to which, notwithstanding anything contained in the provisions of Chapter XXXVI of the Code, any court may take cognizance of an offence after the expiry of the period of limitation if, inter alia, it is satisfied that it is necessary to do so in the interest of justice. The hair-splitting argument as to whether the offence alleged against the appellants is of a continuing or non-continuing nature, could have been averted by holding that, considering the object and purpose of the Act, the learned Magistrate ought to take cognizance of the offence after the expiry of the period of limitation, if any such period is applicable, because the interest of justice so requires. We believe that in cases of this nature, courts which are confronted with provisions which lay down a rule of limitation governing prosecutions, will give due weight and consideration to the provisions contained in Section 473 of the Code. 11. The three Judge Bench of the Supreme Court in case of Smt. Mayarani Punj vs Commissioner of Income Tax , 1986 (1) SCC 445 , while distinguishing the law laid down in case of Suresh Seth AIR 1981 SC 1106 held as under- 18. In State v. A. H. Bhiwandiwalla, AIR 1955 Bom 161 (a decision referred to in Suresh Seths case, ( AIR 1981 SC 1106 ), Gajendragadkar, J. (as he then was), after quoting the observations of Beaumount, C. J. in an earlier Full Bench decision of that Court (AIR 1937 Bom 1) observed : "Even so, this expression has acquired a well-recognised meaning in criminal law. If an act committed by an accused person constitutes an offence and if that act continues from day to day, then from day to day a fresh offence is committed by the accused so long as the act continues. Normally and in the ordinary course an offence is committed only once. But we may have offences which can be committed from day to day and it is offences falling in this latter category that are described as continuing offences." 19. The imposition of penalty not confined to the first default but with reference to the continued default is obviously on the footing that non-compliance with the obligation of making a return is an infraction as long as the default continued. The imposition of penalty not confined to the first default but with reference to the continued default is obviously on the footing that non-compliance with the obligation of making a return is an infraction as long as the default continued. Without sanction of law no penalty is imposable with reference to the defaulting conduct. The position that penalty is imposable not only for the first default but as long as the default continues and such penalty is to be calculated at a prescribed rate on monthly basis is indicative of the legislative intention in unmistakable terms that as long as the assessee does not comply with the requirements of law he coninues to be guilty of the infraction and exposes himself to the penalty provided by law. 20. There are several statutory provisions where such default is stipulated to be visited with daily penalty. For instance, see Ajit Kumar Sarkar v. Assistant Registrar of Companies, West Bengal , 1979 Tax LR 2001, where the Calcutta High Court dealing with the provisions of sections 159 and 162 of the COMPANIES ACT of 1956, held the liability to be a continuous one; United Savings and Finance Co. Pvt. Ltd. v. Dy. Chief Officer, Reserve Bank of India , (1980 Cri LJ 607) (Cal), where referring to section 58B(2) of the Reserve Bank of India Act it was held that refusal to comply with the terms of the said section created an offence and continued to be an offence so long as such failure or refusal persisted; Oriental Bank of Commerce v. Delhi Development Authority , 1982 Cri LJ 2230 (Delhi) , where referring to the provisions of the Delhi, Development Act of 1957, the Court held that the offence was a continuous one. In G. D. Bhattar v. The State , AIR 1957 Cal 483 , it was pointed out that a continuing offence or a continuing wrong is after all a continuing breach of the duty which itself is continuing. If a duty continues from day to day, the non-performance of that duty from day to day is a continuing wrong. We are of the view that the legislative scheme under section 271(1)(a) of the 1961 Act in making provision for a penalty conterminous with the default to be raised provides for a situation of continuing wrong. (emphasis added) 12. If a duty continues from day to day, the non-performance of that duty from day to day is a continuing wrong. We are of the view that the legislative scheme under section 271(1)(a) of the 1961 Act in making provision for a penalty conterminous with the default to be raised provides for a situation of continuing wrong. (emphasis added) 12. In view of the afore-stated propositions of law, the relevant provisions need to be examined. 13. Sections 159 , 161, 162, 166 and 168 of COMPANIES ACT , 1956 reads as under :- 159. Annual return to be made by company having a share capital .- (1)Every company having a share capital shall, within [sixty] days from the day on which each of the annual general meetings referred to in section 166 is held, prepare and file with the Registrar a return containing the particulars specified in Part I of Schedule V, as they stood on that day, regarding- (a)its registered office, (b)the register of its members, (c)the register of its debenture holders, (d)its shares and debentures, (e)its indebtedness, (f)its members and debenture holders, past and present, and (g) its Directors, Managing Directors, [* * *] …. ……………….. ……….. 161. Further provisions regarding annual return and certificate to be annexed thereto .- (1)The copy of the annual return filed with the Registrar under section 159 or 160, as the case may be, shall be signed both by a Director and by the [* * *] manager or secretary of the company, or where there is no [* * *] manager or secretary by two Directors of the company, one of whom shall be the Managing Director where there is one: ………………………… (2) There shall also be filed with the Registrar along with the return a certificate signed by [the signatories] of the return, stating- (a) …………………. (b)………………… 162. Penalty and interpretation .- If a company fails to comply with any of the provisions contained in section 159, 160 or 161, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five hundred rupees for every day during which the default continues. (b)………………… 162. Penalty and interpretation .- If a company fails to comply with any of the provisions contained in section 159, 160 or 161, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five hundred rupees for every day during which the default continues. (2)For the purposes of this section and sections 159, 160 and 161, the expressions "officer" and "Director" shall include any person in accordance with whose directions or instructions the Board of Directors of the company is accustomed to act. 166. Annual general meeting .- (1)Every company shall in each year hold in addition to any other meetings a general meeting as its annual general meeting and shall specify the meeting as such in the notice calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next: Provided that a company may hold its first annual general meeting within a period of not more than eighteen months from the date of its incorporation; and if such general meeting is held within that period, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation or in the following year: Provided further that the Registrar may, for any special reason, extend the time within which any annual general meeting (not being the first annual general meeting) shall be held, by a period not exceeding three months.] (2)……………………….. 168. Penalty for default in complying with section 166 or 167.-If default is made in holding a meeting of the company in accordance with section 166, or in complying with any directions of the [Tribunal or the Central Government, as the case may be] under sub-section (1) of section 167, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to fifty thousand rupees and in the case of a continuing default, with a further fine which may extend to two thousand five hundred rupees for every day after the first during which such default continues. 14. 14. Thus, the default in complying with Sections 166 and 167 are punishable with two penalties- first, with the fine which may extend to fifty thousand rupees for the default and secondly, with the fine which may extend to two thousand five hundred rupees per day, after the first default, until the default continues. Apparently, it provides separate fine for each continuing default, after the first default, as each subsequent default constitutes a separate offence. The learning Magistrate did not commit any mistake in concluding that the alleged offence is continuous, until the default continues. Hence, the complaint is within limitation. Further, the provision contained in Section 473 Cr.P.C. empowers the Magistrate to take cognizance beyond the period of limitation. 15. The Learned Magistrate committed no error in rejecting the objection with regard to the cognizance against the accused nos. 2 to 5, by referring to the Form No.32 submitted on behalf of accused/Company which prima-facie shows that the petitioners/accused were Directors of the Company during relevant period. 16. The Coordinate Bench of this Court vide order dated 12.04.2018, passed in M.Cr.C. No.8750 of 2017 dealt with the offences under Sections 75 and 97 read with Section 629A of the COMPANIES ACT , 1956 and concluded that the breach of Sections 75 and 97 of the Act provides for fine on failure to comply with the requirements of the provisions. There is no continuing obligation after expiry of the time limit. Para – 10 of the order is relevant which reads as under :- 10. From the perusal of the documents available on record, it does not reflects that on which date the Registrar of Companies has come to the knowledge of the default or wrong committed by the company/applicants. The Registrar of Companies issued notice to the applicants on 17/10/2003 and on 11/12/2003, the complaint was filed before the Court, whereas the company has already submitted the documents to the Registrar of Companies in the year 2001(explanatory statement 2001). The Registrar of Companies issued notice to the applicants on 17/10/2003 and on 11/12/2003, the complaint was filed before the Court, whereas the company has already submitted the documents to the Registrar of Companies in the year 2001(explanatory statement 2001). Since the default prescribed for violation of Section 75 and 97 of 'the Act' is fine of Rs.500/- per day during which the default continues, even if the period of limitation is calculated from the date of knowledge, i.e. year 2001 under Section 469(1) (b) of 'the Code' cognizance could not have been taken after 6 months, in view of the bar in taking cognizance under Section 468(2) (a) of 'the Code'. 17. The Coordinate Bench held that since the complaint was filed more than two years after the date of knowledge, no cognizance can be taken for offence under Sections 75 and 97 read with Section 629(A) of the Act. The proposition of law does not enure to the benefit of the petitioner due to differing facts. In the present case, the Registrar issued the notice on 04.07.2005. The Company and its directors did not submit the requisite annual reports/ returns in accordance with the provisions of the Act despite service of notice. So, the complaint was filed on 15.07.2005. 18. In view of the aforestated, this Court is of considered opinion that the learned Magistrate did not commit any manifest impropriety or error of law in rejecting the application for discharge by the impugned order dated 12.07.2017. No case is made out for invoking the inherent jurisdiction in exercise of powers under section 482 of the Code of Criminal Procedure, 1973. 19. The petition, being meritless, is hereby dismissed.