Continuing default in company filing obligations attracts liability until compliance, even for a defunct company, without proof of mens rea.

Failure to file annual returns and balance sheet was treated as a continuing default so long as the statutory documents remained unfurnished, because the penalty scheme was designed to enforce ongoing compliance. A company's alleged defunct status did not extinguish the filing obligation; until removal from the register, it still had to comply, including by filing nil returns where appropriate. The offence was also held not to require mens rea, since the provisions penalised non-compliance itself and did not import any need to prove intent, knowledge, wilfulness, or fraud. The convictions were therefore sustained on proof of default alone.

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Issues: (i) whether failure to file annual returns and balance sheet under the Companies Act was a continuing offence; (ii) whether a company that had become defunct was still bound to file the statutory returns and balance sheet; (iii) whether mens rea was required for offences under the relevant provisions.

Issue (i): whether failure to file annual returns and balance sheet under the Companies Act was a continuing offence.

Analysis: The default under the filing provisions continued so long as the statutory documents were not furnished. The penalty structure imposed a daily fine for continuing default, and the object of the provisions was to secure continuing compliance in the interest of shareholders and corporate regulation. The language, nature, and purpose of the provisions showed that the offence was not completed once and for all on the first day of default.

Conclusion: The failure to file annual returns and balance sheet was a continuing offence.

Issue (ii): whether a company that had become defunct was still bound to file the statutory returns and balance sheet.

Analysis: The statutory duty to file annual returns and balance sheet did not cease merely because the company had ceased business. The Act contemplated filing even where no annual general meeting was held, and at least nil returns or equivalent compliance was still required until the company was removed from the register.

Conclusion: The company remained liable to file the statutory returns and balance sheet notwithstanding its alleged defunct status.

Issue (iii): whether mens rea was required for offences under the relevant provisions.

Analysis: The provisions penalised mere failure to comply with the filing obligations and did not incorporate any requirement of intent, knowledge, wilfulness, or fraud. Where the statute makes the omission punishable upon proof of default alone, mens rea cannot be read into it.

Conclusion: Mens rea was not required for the offences.

Final Conclusion: The convictions were upheld because the statutory defaults were continuing, the filing obligations subsisted despite the company's alleged non-functioning, and the offences were complete on proof of non-compliance.

Ratio Decidendi: Where a statute imposes a recurring penalty for every day the default continues and penalises mere non-compliance with filing obligations, the offence is continuing, remains actionable until compliance, and does not require proof of mens rea unless the statute expressly so provides.

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