Pritpal Singh, J.
1. In this petition, the complaints (annexures P-2 to P-9), filed by the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh, against the petitioners are sought to be quashed.
2. The first petitioner is a private limited company. Petitioners Nos. 2 and 3 are its shareholders and directors. The Registrar of Companies instituted the aforesaid eight complaints against the petitioners in the Court of the Chief Judicial Magistrate, Jalandhar, on March 18, 1986. The allegations contained in these complaints are that the petitioners did not submit the annual returns and balance-sheets for the years 1981-82, 1982-83 and 1983-84 in accordance with Sections 159 and 220 of the Companies Act (hereinafter called ' the Act'). It is prayed that the petitioners be, therefore, punished under Section 162 of the Act.
3. Section 159 provides that every company having a share capital shall, within sixty days from the day on which each of the annual general meetings is held, prepare and file with the Registrar a return containing the specified particulars. Section 220 lays down that three copies of balance-sheet and profit and loss account shall be filed by the company each year within a specified period. For non-compliance of Sections 159 and 220 of the Act, the company and every officer of the company who is in default are punishable with a fine which may extend to Rs. 60 for every day during which the default continues under Section 162 of the Act.
4. The impugned complaints are sought to be quashed on the ground of being barred by limitation. It is contended that the offences under Sections 159 and 220 of the Act being punishable only with fine, no court could take cognizance of the impugned complaints after six months of commission of the offence as provided in Section 468 of the Code of Criminal Procedure, 1973, were committed during 1981-82 and 1983-84 but the complaints were filed on March 18, 1986. The contention, on behalf of the petitioners, therefore, is that the complaints were manifestly barred by time and the same could not be entertained by the trial court.
5. The position taken up by learned counsel for the respondent-Registrar of Companies is that the offences under Sections 159 and 220 of the Act are continuing offences. As such Section 468 of the Code of Criminal Procedure did not stand as a bar in the filing of the impugned complaints.
6. Thus, the important point for consideration in this case is whether the offences under Sections 159 and 220 of the Act are continuing offences or not. It was held by the Calcutta High Court in Ajit Kumar Sarkar v. Assistant Registrar of Companies [1979] 49 Comp Cas 909, that failure to file annual returns under Section 159 is a continuing offence. This view was followed by the Kerala High Court in Sudarsan Chits (India) Ltd. v. Registrar of Companies, Kerala [1986] 59 Comp Cas 261. However, a Division Bench of the Calcutta High Court overruled the judgment in the case of Ajit Kumar Sarkar [1979] 49 Comp Cas 909 in National Cotton Mills v. Assistant Registrar of Companies, West Bengal [1984] 56 Comp Cas 222. The learned judges held that in order to constitute a continuing offence, it must arise 'out of a failure to obey or comply with a rule or its requirement and which involves a penalty, the liability for which continues until the rule or its requirement is obeyed or complied with '. It was observed that Section 159 of the Act, which requires every company to file with the Registrar the particulars specified in the section in the form of a return within sixty days from the date on which the annual general meeting is held, does not impose any liability which so continues. The offence on the breach thereof is complete with the failure to furnish the return in the manner or within the time stipulated. Such an offence is committed once and for all as and when one commits the default. The provision does not contemplate that the obligation to submit the returns continues from day-to-day until the return is actually submitted nor does it provide that continuance of business without filing of such returns is prohibited so that non-fulfilment of a continuing obligation or continuing business without filing of such returns becomes a continuing offence. It was further held that when Section 162 of the Act prescribed the penalty of fine ' which may extend to fifty rupees for every day during which the default continues,' it merely prescribes the measure of penalty. Such a prescription being made with the object of enforcing strict compliance with the requirement of Section 159 under the threat of enhanced penalty and getting relief from such penalty on enhancing scale by early submission of returns even after the default. That does not render the initial default a continuous one. It cannot be said that the offence is repeated or committed from day-to-day after the initial default. It was clarified that it is only where the offence is committed from day-to-day or repeated from day-to-day that it can be called a continuing offence. This view was reiterated by the Calcutta High Court subsequently in Nripendra Kumar Ghosh v. Registrar of Companies, West Bengal [1985] 58 Comp Cas 672.
7. Similar penalty being provided for the non-fulfilment of the requirement of Section 220 of the Act in Section 162, the failure to file balance-sheet and accounts was not considered to be a continuing offence on the same reasoning as in Central Manbhum Coal Co. P. Ltd. v. Assistant Registrar of Companies, West Bengal [1986] 59 Comp Cas 176 (Cal).
8. Agreeing with the Division Bench judgment of the Calcutta High Court in the case of National Cotton Mills [1984] 56 Comp Cas 222, I am not inclined to accept the contention of the learned respondent's counsel that the petitioners had committed continuing offences. Since the offences were not continuing ones, the cognizance thereof after the expiry of the period of limitation provided in Section 468 of the Code of Criminal procedure could not be taken by the trial Magistrate. Hence, the impugned complaints and the proceedings taken by the trial court are hereby quashed.