Limitation for company-law prosecution: Registrar treated as aggrieved person, and complaint held within time from knowledge of default.

The Registrar of Companies was treated as a "person aggrieved" for section 469(1)(b) of the Code of Criminal Procedure, 1973 in the statutory context of section 621(1) of the Companies Act, 1956, which authorises complaints by the Registrar, a shareholder, or a Central Government nominee. The expression was not confined narrowly to the immediate transferee or allottee. Criminal liability under section 113(2) was held distinct from the civil or compensatory remedy under section 113(3), so the right to prosecute did not depend on action under section 113(3). Limitation ran from the date the default came to the complainant's knowledge, and a complaint filed within six months was within time.

---

---

Issues: Whether the Registrar of Companies was a person aggrieved entitled to the benefit of section 469(1)(b) of the Code of Criminal Procedure, 1973, and whether the complaint under section 113(2) of the Companies Act, 1956 was barred by limitation under sections 468 and 469 of the Code of Criminal Procedure, 1973.

Analysis: Section 621(1) of the Companies Act, 1956 permits cognizance of offences against the Act on a complaint by the Registrar, a shareholder, or a person authorised by the Central Government. Read in that statutory context, the expression person aggrieved in section 469(1)(b) of the Code of Criminal Procedure, 1973 cannot be given a narrow meaning confined only to the immediate transferee or allottee. The criminal liability under section 113(2) is distinct from the civil or compensatory remedy under section 113(3), and the right to prosecute does not depend upon an application under section 113(3). Even assuming the offence to be continuing, the period of limitation had to run from the date when the alleged default came to the complainant's knowledge, and the complaint filed within six months from that date was in time.

Conclusion: The Registrar of Companies was competent to file the complaint, the benefit of section 469(1)(b) applied, and the complaint was not barred by limitation.

---