Continuing offence doctrine upheld for company law defaults, but Section 210 failed without pleading an actual annual general meeting.

Defaults in filing annual returns and balance sheets, and in holding the annual general meeting, were treated as continuing offences because the statutory duties continued day to day until performed; limitation therefore did not bar the complaints under Sections 159 read with 162, 166 read with 168, and 220 of the Companies Act, 1956. By contrast, Section 210 required an actual annual general meeting and a failure to lay the balance sheet and profit and loss account before it. As the complaint did not aver that such a meeting had been held, the ingredients of Section 210 were not made out, and that proceeding was quashed.

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Issues: (i) Whether the offences under Sections 159 read with 162, 166 read with 168, and 220 of the Companies Act, 1956 were continuing offences so as to attract the extended limitation principle. (ii) Whether the complaint disclosed an offence under Section 210 of the Companies Act, 1956 in the absence of an averment that the annual general meeting was actually held and the documents were not laid before it.

Issue (i): Whether the offences under Sections 159 read with 162, 166 read with 168, and 220 of the Companies Act, 1956 were continuing offences so as to attract the extended limitation principle.

Analysis: The liability to file annual returns and balance sheet with the Registrar, and the liability to hold the annual general meeting, were treated as duties continuing from day to day until performed. Applying the principle that non-performance of a continuing duty constitutes a continuing wrong, the defaults under Sections 159 and 220, and the default in holding the annual general meeting under Sections 166 and 168, were held to continue so long as the default persisted. On that footing, the complaint was not barred by limitation in those matters.

Conclusion: The offences under Sections 159 read with 162, 166 read with 168, and 220 of the Companies Act, 1956 were continuing offences, and the petitions challenging those complaints on limitation failed.

Issue (ii): Whether the complaint disclosed an offence under Section 210 of the Companies Act, 1956 in the absence of an averment that the annual general meeting was actually held and the documents were not laid before it.

Analysis: Section 210 applied only when an annual general meeting was actually held under Section 166 and the balance sheet and profit and loss account were not laid before the company at that meeting. A default in holding the meeting itself attracted a different provision. As the complaint did not aver that such a meeting had in fact been held, the ingredients of Section 210 were not satisfied.

Conclusion: The complaint did not disclose an offence under Section 210 of the Companies Act, 1956, and the proceedings in that complaint were quashed.

Final Conclusion: The challenge failed in respect of the complaints relating to continuing defaults, but succeeded in respect of the complaint under Section 210, resulting in partial relief to the petitioners.

Ratio Decidendi: A statutory default is a continuing offence when the duty breached is one that continues from day to day until compliance, but an offence requiring an actual event, such as a held meeting, is not continuing and cannot be made out without pleadings showing that the event occurred.

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