Limitation for dividend-default prosecutions runs from the Registrar's knowledge, and late cognizance is barred without extension.

Failure to pay dividend within the statutory period under section 207 of the Companies Act, 1956 gives rise to an offence completed on expiry of forty-two days from declaration if payment is not made. Where no special limitation is prescribed, section 468 of the Criminal Procedure Code applies, and the one-year limitation for offences punishable with imprisonment up to one year governs. Under section 469, limitation starts when the offence first comes to the knowledge of the person aggrieved; in a prosecution by the Registrar of Companies, the Registrar may be treated as that person. On the stated facts, cognizance was taken beyond one year without extension under section 473 and was therefore time-barred.

---

---

Issues: Whether cognizance of the complaint alleging failure to pay dividend within the prescribed time under section 207 of the Companies Act, 1956 was taken within the period of limitation under the Code of Criminal Procedure, 1973.

Analysis: The offence under section 207 is complete on expiry of forty-two days from declaration of dividend if payment is not made. As no special limitation is prescribed under the Companies Act, the limitation under section 468 of the Code applies, and for an offence punishable with imprisonment not exceeding one year, the period is one year. Under section 469, where the commission of the offence is not known to the person aggrieved, limitation begins on the first day on which the offence comes to such person's knowledge. In a prosecution launched by the Registrar of Companies under section 621 of the Companies Act, the Registrar can be treated as the person aggrieved for this purpose. On the facts, the Registrar received the shareholder's complaint on 30-6-1997, so limitation commenced on that date. Though the complaint was presented on 15-6-1998, cognizance was actually taken only on 10-9-1998 when the court applied its mind and issued summons. Since that date was beyond one year from 30-6-1997 and no application under section 473 of the Code was made for extension of time, cognizance was barred.

Conclusion: The cognizance taken by the trial court was time-barred and liable to be quashed, in favour of the petitioners.

---