Direct duty of directors to produce books sustains prosecution, with limitation counted from the actual refusal alleged.

Limitation for a criminal complaint was computed from the later, specific refusal to produce books of account, so the prosecution was treated as within time. Under section 209A of the Companies Act, 1956, directors could be prosecuted for default in producing books for inspection even if the company was not separately prosecuted, because the duty extended to directors and any officer in default was punishable. The complaint was also not invalid for lack of specific averments about day-to-day management, since the statutory obligation was direct and unqualified.

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Issues: (i) whether the prosecution was barred by limitation under the Code of Criminal Procedure, 1973; (ii) whether directors could be prosecuted for refusal to produce books of account for inspection under the Companies Act, 1956 even though the company itself was not prosecuted; (iii) whether the complaint was defective for want of specific averments as to the petitioners' responsibility in the company's day-to-day affairs.

Issue (i): Whether the prosecution was barred by limitation under the Code of Criminal Procedure, 1973.

Analysis: The complaint, though referring incidentally to earlier dates, expressly alleged that the offence was committed when the company by its letter dated 15 November 1975 expressed unwillingness to produce the books of account. The institution of the case was therefore referable to the later default and not to the earlier incidents in April 1974. On that footing, the prosecution was within the period of limitation prescribed for the offence alleged.

Conclusion: The contention based on limitation failed and was against the petitioner.

Issue (ii): Whether directors could be prosecuted for refusal to produce books of account for inspection under the Companies Act, 1956 even though the company itself was not prosecuted.

Analysis: The statutory scheme of section 209A cast a duty on the company, its directors, and employees to produce books for inspection at the time and place specified by the authorised officer. Sub-section (8) made every officer of the company who was in default punishable. The liability was not dependent on the prior or concurrent prosecution of the company, and the definition of "officer" included directors.

Conclusion: The directors were liable to be prosecuted notwithstanding that the company was not separately prosecuted, and this contention failed.

Issue (iii): Whether the complaint was defective for want of specific averments as to the petitioners' responsibility in the company's day-to-day affairs.

Analysis: The court distinguished authorities relied on for the proposition that such averments were necessary, holding that the present statutory provision imposed an express and unqualified obligation on directors to comply with the requisition for production of books. Since the offence flowed directly from the statutory default, a separate pleading of day-to-day responsibility was not essential to sustain the complaint.

Conclusion: The complaint was not vitiated for want of such averments, and this contention also failed.

Final Conclusion: The revisional challenge failed in full, the impugned proceedings were allowed to continue, and the interim stay stood vacated.

Ratio Decidendi: Where a statute casts a direct duty on directors to comply with an inspection requisition and declares default by any officer punishable, prosecution of the directors does not depend on prosecution of the company or on separate averments of managerial responsibility, and limitation must be computed from the specific offence actually alleged in the complaint.

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