Limitation and continuing offence principles barred prosecution for default in delivering share certificates under the Companies Act.

Failure to deliver share certificates within the prescribed period under section 113 of the Companies Act was treated as a completed default once that period expired, because the penalty provision imposing a daily fine did not convert it into a continuing offence. The complaint was also held time-barred, as the offence was punishable with fine only and the limitation period under the Code of Criminal Procedure had expired even if reckoned from the date of knowledge. Criminal proceedings could not be sustained.

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Issues: (i) Whether prosecution for default in delivering share certificates under section 113 of the Companies Act was barred by limitation under the Code of Criminal Procedure. (ii) Whether the offence under section 113 of the Companies Act was a continuing offence so as to attract section 472 of the Code of Criminal Procedure.

Issue (i): Whether prosecution for default in delivering share certificates under section 113 of the Companies Act was barred by limitation under the Code of Criminal Procedure.

Analysis: The complaint was filed more than one year after the complainant came to know of the alleged default. The offence under section 113(2) was punishable with fine only, so the limitation period under section 468(2)(a) of the Code of Criminal Procedure was six months. Even when limitation was reckoned from the date of knowledge under section 469, the complaint was still beyond time.

Conclusion: The prosecution was barred by limitation.

Issue (ii): Whether the offence under section 113 of the Companies Act was a continuing offence so as to attract section 472 of the Code of Criminal Procedure.

Analysis: The obligation under section 113(1) required delivery of certificates within the prescribed period. Failure to do so completed the offence once and for all on expiry of that period. The penalty provision in section 113(2) only enforced strict compliance by imposing a daily fine and did not create a continuing obligation. The Court applied the distinction between a one-time default and an offence repeated from day to day, and held that the breach did not continue after the initial default.

Conclusion: The offence was not a continuing offence.

Final Conclusion: The criminal proceedings for alleged breach of section 113 could not be sustained because the complaint was instituted beyond the permissible limitation period and the default was not a continuing offence.

Ratio Decidendi: Where a statutory obligation requires performance within a fixed time and the penal provision merely imposes a daily fine to secure compliance, the offence is complete on the expiry of the prescribed time and is not a continuing offence unless the statute expressly makes the default continuing.

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