There have been internal family issues between the directors of Sak Ltd., who also hold the majority shares in the Company. Due to these internal issues, the Annual General Meetings were not held for more than two years

CS Professional · Resolution of Corporate Disputes, Non-Compliances & Remedies · PYQS · June 2022
There have been internal family issues between the directors of Sak Ltd., who also hold the majority shares in the Company. Due to these internal issues, the Annual General Meetings were not held for more than two years now. The advisor informed the management that it would result in continuing offence being committed by the Company and it could face penal actions. Explain briefly, what are continuing offences and the factors constituting such offences.

Answer & Explanation:

Continuing offence is one which is susceptible of continuance and is distinguishable from the one which is committed once and for all. It is one of those offences which arise out of a failure to obey or comply with a rule or its requirement and which involves penalty, the liability for which continues until the rule or its requirement is obeyed or complied with. Non-filling of Annual return, Financial Statements, Special Resolution etc. are few examples of continuing offences. An analysis of the above meaning and decisions show that the following are the basic factors for constituting a continuing offence: The effect of commission of an offence should continue to prevail for any number of days after the date on which it is first committed. The effect should be understood from the point of view of intention of the legislation. The statute should have made the compliance requirement a compulsory one. The language used in the statute should be given due weight. The penal clause should provide for a penalty, which is liable to be levied during the period of continuance of the offence.

Topics: Companies Act, 2013

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