Limitation in company-law default complaints turns on knowledge of default; time-barred prosecutions fail, timely ones proceed.

For company-law defaults, limitation is assessed from the complainant's knowledge of the default as reflected in the record, and proceedings filed beyond the applicable period cannot be sustained. In a complaint alleging contravention of Section 17 read with Section 291, the court treated the omission as one attracting the general penalty where no specific punishment was provided and held the prosecution time-barred. For complaints under Section 207, the court examined each filing separately by reference to the notice date, knowledge of default, and complaint date; some were barred by limitation and quashed, while timely complaints were permitted to proceed and factual explanations were left for trial.

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Issues: (i) Whether the complaint relating to alleged contravention of Section 17 read with Section 291 of the Companies Act was barred by limitation and liable to be quashed. (ii) Whether the complaints under Section 207 of the Companies Act were barred by limitation or were within time.

Issue (i): Whether the complaint relating to alleged contravention of Section 17 read with Section 291 of the Companies Act was barred by limitation and liable to be quashed.

Analysis: The petitioners' case was that the alleged default concerned omission to amend the memorandum and that the company had already disclosed its air-taxi activity in the prospectus, annual reports, and filings before the Registrar of Companies. The show-cause notice had been issued long before the complaint, and the prosecution was launched after a substantial delay. The Court treated the alleged contravention as one attracting only the penalty provision where no specific punishment was provided elsewhere, and held that the complaint should have been filed within the prescribed period for such an offence.

Conclusion: The complaint was barred by limitation and the proceedings were liable to be quashed.

Issue (ii): Whether the complaints under Section 207 of the Companies Act were barred by limitation or were within time.

Analysis: Section 207 makes payment or despatch of dividend warrants within 42 days mandatory and provides punishment for knowing default. The Court examined each complaint separately and focused on the date of the show-cause notice, the date when the respondent had knowledge of the default, and the date of filing of the complaint. On that basis, it held that some complaints were instituted beyond the permissible period and others were within time. The explanations regarding financial hardship and approval of a scheme of arrangement were treated as matters for trial where the complaint itself was timely.

Conclusion: Two complaints were held to be barred by limitation and quashed, while two complaints were held to be within time and allowed to proceed.

Final Conclusion: The challenge succeeded in part, resulting in quashing of the time-barred prosecutions and continuation of the timely complaints before the trial court.

Ratio Decidendi: For criminal complaints arising out of company-law defaults, the question of limitation turns on the date when the complainant had knowledge of the default as reflected in the record, and proceedings instituted beyond the applicable period cannot be sustained; where the complaint is within time, disputed explanations must be left to trial.

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