Territorial jurisdiction for non-filing of company returns lies where filing was required, and defunct status does not excuse compliance.

Failure to file the annual return and balance-sheet before the Registrar of Companies at Madras was treated as an offence committed where the filing was required to be made, so territorial jurisdiction lay with the Madras Presidency Magistrate. Non-convening of a meeting did not excuse statutory non-compliance, and a company remaining on the register could not avoid filing obligations by asserting that it was defunct. The convictions were sustained, but the sentence was reduced because the fine was considered excessive in the circumstances, including the death of one accused.

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Issues: (i) Whether the Presidency Magistrate, Madras, had territorial jurisdiction to try the prosecutions for failure to file the annual return and balance-sheet before the Registrar of Companies at Madras; (ii) Whether non-convening of a meeting or the alleged defunct condition of the company could excuse non-compliance, and whether the fines required reduction.

Issue (i): Whether the Presidency Magistrate, Madras, had territorial jurisdiction to try the prosecutions for failure to file the annual return and balance-sheet before the Registrar of Companies at Madras.

Analysis: The obligation under the Companies Act was to file the prescribed return and balance-sheet before the Registrar of Companies at Madras. The offence was therefore complete where the filing had to be made and was omitted. The place where the company's head office was situated did not govern jurisdiction for this offence. The objection based on the earlier Companies Act and the Criminal Procedure Code did not assist the petitioners.

Conclusion: The Madras Presidency Magistrate had jurisdiction.

Issue (ii): Whether non-convening of a meeting or the alleged defunct condition of the company could excuse non-compliance, and whether the fines required reduction.

Analysis: Failure to convene a meeting did not justify omission of the statutory filings. The company continued to exist in the register, and no steps had been taken to remove its name or wind it up. The convictions were therefore upheld. However, the fine was considered excessive in the circumstances, particularly because one accused had died, and the punishment was reduced.

Conclusion: The convictions were sustained, but the fine was reduced.

Final Conclusion: The revision petitions failed on the merits, with the convictions maintained and only the sentence modified downward.

Ratio Decidendi: For offences consisting of failure to file statutory documents with the Registrar of Companies, the offence is committed at the place where the filing is required to be made, and neither non-convening of a meeting nor a mere assertion that the company is defunct excuses non-compliance.

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