2001 (12) TMI 831 - HC - Companies Law

Summary

Issues Involved:
1. Alleged violation of Section 211(7) of the Companies Act, 1956.
2. Whether the offence is a continuing offence under Section 472 of the Code of Criminal Procedure, 1973 (Cr. PC).
3. Bar of limitation under Section 468 of the Cr. PC.
4. Whether the complaint was filed within the prescribed period of limitation.
5. Applicability of Section 473 of the Cr. PC for condoning delay in filing the complaint.

Detailed Analysis:

1. Alleged Violation of Section 211(7) of the Companies Act, 1956:
The petitioner was accused of failing to disclose certain financial details in the profit and loss account for the year ending 31st March 1997, as required under Section 211(2) read with Schedule VI, Part II, clause 2(b) of the Companies Act, 1956. Specifically, the complaint alleged that the petitioner did not separately disclose other income of Rs. 4,46,806.24, profit on sale of trademark amounting to Rs. 1,00,000, and miscellaneous expenses of Rs. 59,790.74.

2. Whether the Offence is a Continuing Offence under Section 472 of the Cr. PC:
The respondent contended that the offence was a continuing one under Section 472 of the Cr. PC, meaning that a fresh period of limitation would begin at every moment during which the offence continued. The petitioner argued that the offence was not a continuing one and was complete once the failure to comply occurred.

3. Bar of Limitation under Section 468 of the Cr. PC:
Section 468(2)(b) of the Cr. PC prescribes a one-year limitation period for offences punishable with imprisonment for a term not exceeding one year. The petitioner argued that the complaint was filed beyond this period, making it barred by limitation. The court examined whether the offence was a continuing one to determine the applicability of the limitation period.

4. Whether the Complaint was Filed within the Prescribed Period of Limitation:
The court noted that the profit and loss account was filed on 31st March 1997, and the respondent issued a show-cause notice on 9th February 1999. The court held that the respondent was deemed to have knowledge of the offence when the profit and loss account was received, and at the latest, by 9th February 1999. The complaint, filed on 10th April 2000, was beyond the one-year limitation period from this date.

5. Applicability of Section 473 of the Cr. PC for Condoning Delay:
The respondent argued that the court could condone the delay under Section 473 of the Cr. PC in the interest of justice. However, the court found that the complaint was primarily based on the assertion that the offence was a continuing one, and the invocation of Section 473 was inconsistent with this assertion. Therefore, the court did not accept this contention.

Conclusion:
The court concluded that the offence under Section 211(7) of the Companies Act, 1956, was not a continuing offence. Consequently, the complaint filed beyond the one-year limitation period was barred by limitation under Section 468 of the Cr. PC. The court quashed the proceedings against the petitioner in STR No. 2644 of 2000 on the file of Sub-Divisional Judicial Magistrate, Pondicherry.

Petition allowed.