REGISTRAR OF COMPANIES Vs. ELABORATE LEASING PVT. LTD.

JUDGEMENT

(1.) AN important and interesting question of law has been raised in this revision as to whether non -filing of annual return, as envisaged under Sections 159/220 of the Companies Act, 1956, is a continuing offence.

(2.) RELEVANT facts for disposal of this revision are that Registrar of Companies under the Companies Act, 1956 (hereinafter called the Act), filed a complaint against the respondents by pleading that M/S Elabortate Leasing Private Limited was incorporated on 4.9.1986 under the Act, having its registered office at 38, Industrial Estate, Digiana, Jammu. The authorized capital of the Company was Rs. 3 Lacs. Respondents 2 to 6 are the Directors of the Company. It was pleaded that accused have not filed the annual return and have also not convened the Annual General Meeting, which was due on 3.3.1988 and have thus violated the provisions of Sections 159/220 of the Act. Process was issued against the respondents and on appearing, they moved a complaint for dropping the proceedings against the Company and its Directors on the ground that complaint is barred by time as the cause of action has accrued to the complainant on 2.5.1988 and the offence under which the complaint has been filed is punishable with fine only. The learned trial Magistrate dropped the proceedings, aggrieved of which the Registrar of Companies has impugned the order in this revision petition.

(3.) I have given my thoughtful consideration to the submissions made by the learned Counsel for the petitioner and perused the record. Before considering the submissions of learned Counsel for the petitioner, it will be appropriate to notice the provisions of Sections 159 and 220 of the Companies Act. 159. Annual return to be made by company having a share capital: (1) Every Company having a share capital shall, within sixty days from the day on which each of the annual general meeting referred to in Section 166 is held, prepare and file with the Registrar a return containing the particulars specified in part I of Schedule V, as they stood on that day, regarding: