Continuing offence for failure to file company accounts defeats limitation, and jurisdiction lies where the filing duty had to be performed.

Failure to file balance-sheet and profit and loss account under the Companies Act was treated as a continuing offence because the statutory scheme imposed daily penalty for continued non-compliance and allowed belated filing on payment of additional fees. Limitation under the CrPC therefore did not bar the complaints, and the continuing-offence provision applied. The Chief Judicial Magistrate at Ernakulam also had territorial jurisdiction because the statutory filing duty had to be performed before the Registrar of Companies, Kerala, whose office was at Ernakulam. The proceedings were not quashed.

---

---

Issues: (i) Whether the prosecution for failure to file the balance-sheet and profit and loss account was barred by limitation on the ground that the default was not a continuing offence; (ii) whether the Chief Judicial Magistrate at Ernakulam had territorial jurisdiction to entertain the complaints.

Issue (i): Whether the prosecution for failure to file the balance-sheet and profit and loss account was barred by limitation on the ground that the default was not a continuing offence.

Analysis: The filing obligation under section 220(1) of the Companies Act, 1956 is supported by a penal scheme under section 220(3), read with section 162, which imposes fine for every day during which the default continues. The scheme is reinforced by the residuary and continuing-contravention structure in section 629(a) and by the provision permitting delayed filing on payment of additional fees under section 611(2). On that construction, the omission to file within the prescribed time is not a default completed once and for all, but a default that continues until compliance. The period of limitation under section 468 of the Code of Criminal Procedure, 1973 therefore does not bar the complaints, and section 472 applies to the continuing offence.

Conclusion: The objection based on limitation was rejected, and the prosecution was held to be maintainable.

Issue (ii): Whether the Chief Judicial Magistrate at Ernakulam had territorial jurisdiction to entertain the complaints.

Analysis: The statutory duty was to file the documents before the Registrar of Companies, Kerala, whose office was at Ernakulam. Since the act of compliance was required to be performed at Ernakulam, the place of default and the forum of complaint were territorially connected with that location.

Conclusion: Territorial jurisdiction at Ernakulam was upheld.

Final Conclusion: The petitions failed on both limitation and territorial jurisdiction, and the criminal proceedings were not quashed.

Ratio Decidendi: Where a company statute prescribes a time-bound filing duty and provides punishment calculated for each day of continuing default, the omission is a continuing offence for limitation purposes, and jurisdiction lies where the statutory filing obligation was required to be performed.

---