The main legal point established in the judgment is the interpretation of the concept of continuing offences under the Companies Act and the application of limitation periods. The court clarified the provisions of S.162 and S.472 and their implications on the nature of the offences.

1. The first and second petitioners, in the two cases are Common. The first petitioner is a company under the Companies Act, 1956 (for short 'the Act') and petitioners 2 to 4 are its directors. The common respondent is the Registrar of Companies, Kerala, Ernakulam. The company was required to file before the Registrar of Companies the balance-sheets and profit and loss account for the periods ending 30-4-1980 and 31-7-1980 before 30-11-1980 and 2-3-1981 respectively. The company, however, did not file the balancer sheets and therefore the Registrar filed two complaints before the Chief Judicial Magistrate, Ernakulam against the company and its directors alleging the commission, of offences punishable under S.220(3) of the Act. The accused filed petitions before the trial court in Crl. M.P. Nos. 890 of 1983' and 894 of 1983 respectively praying for dismissal of the complaints and acquittal of the accused on the ground that the complaints are barred by limitation and the court had no territorial jurisdiction to entertain the complaints. The trial court rejected these contentions and dismissed the petitions and the Sessions Court in revision declined to interfere. Hence these petitions are filed by the accused under S.482 of the Code of Criminal Procedure (for short 'the Code') seeking to quash the orders.

2. Sub-section (1) of S.220 of the Act states that after the balance-sheet and the profit and loss account have been laid before a company at an annual general meeting as required by the provisions of the Act, there shall be filed with the Registrar within thirty days from the date on which the balance-sheet and the profit and loss account were so laid or where the annual general meeting of a company for any year has not been held, there shall be filed with the Registrar within thirty days from the latest day on or before which that meeting should have been held in accordance with the provisions of the Act, three copies of the balance-sheet and the profit and loss account signed by the Managing Director, Managing Agent, Secretaries and treasurers, Manager or Secretary of the company or if there be none of these, by a Director of the company, together with three copies of all documents which are required by this Act to be annexed or attached to such balance-sheet or profit and loss account Sub-section (3) states that if default is made in complying with the requirements of sub-section (1) and (2), the company, and every officer of the company who is in default, shall be liable to the like punishment as is provided by S.162 for a default in complying with the provisions of S.159,160 or 161. S.159 and 160 deal with preparation and filing with the Registrar of returns containing the particulars as stated therein, in the case of companies having share capital and companies not having share capital respectively. The returns are to be filed within sixty days from the day on which each of the annual general body meetings referred to in S.166 is held. S;161 contains further provisions regarding the annual return and certificate to be annexed thereto. Sub-section (1) of S.162 deals with penalty. If a company fails to comply with any of the provisions contained in S.159 or 160 or 161, the company, and every officer of the company who is in default shall be punishable with fine which may extend to Rs. 50/- for every day during which the default continues.

3. The Act does not prescribe any period of limitation for filing complaints. Therefore, by virtue of sub-section (2) of S.4 of the Code, the provisions of Chapter XXXVI of the Code, namely, S.467 to 473 will apply to prosecutions under the Companies Act. S.468 prescribes period of limitation for taking cognizance of offences. Under clause (a) of sub-section (2) of this section, if the offence is punishable with fine only, the period of limitation would be six months. Therefore, in the present case, the period of limitation is six months. S.469 deals with commencement of the per