Limitation and corporate liability under the Companies Act: Registrar treated as aggrieved, and directors' summoning sustained while company prosecution failed.

For prosecutions under the Companies Act, 1956, the Registrar of Companies was treated as a "person aggrieved" for limitation purposes under section 469 of the Code of Criminal Procedure, 1973, because the statutory scheme permits complaints by the Registrar. Knowledge of the alleged offences did not arise merely from the filing of balance sheets and allied returns where detection required scrutiny and inspection; it arose when the inspection report reached the Registrar's office, so the complaints were not time-barred. For the alleged contraventions, the directors could be summoned as officers in default on the pleadings, but the company could not be prosecuted absent express statutory liability. The proceedings against the company were quashed, while those against the directors were sustained.

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Issues: (i) whether the Registrar of Companies was a "person aggrieved" for the purpose of limitation and when knowledge of the alleged offences arose under the Code of Criminal Procedure, 1973; (ii) whether the company and its directors could be prosecuted and summoned for alleged contraventions of the Companies Act, 1956.

Issue (i): whether the Registrar of Companies was a "person aggrieved" for the purpose of limitation and when knowledge of the alleged offences arose under the Code of Criminal Procedure, 1973

Analysis: The expression "person aggrieved" in section 469(1)(b) of the Code of Criminal Procedure, 1973 was held to include the Registrar of Companies in prosecutions under the Companies Act, 1956, having regard to the statutory scheme under section 621(1) of the Companies Act, 1956, which authorises complaints by the Registrar. The earlier narrower view excluding the Registrar was not accepted. On limitation, mere filing of balance sheets and allied documents did not automatically amount to knowledge of the offences, especially where detection required detailed scrutiny, cross-checking, and inspection of records. The offences alleged in the complaints were not treated as patent on the face of the filed documents, and knowledge was taken to arise when the inspection report reached the Registrar's office.

Conclusion: The Registrar of Companies was a person aggrieved, and the complaints were not barred by limitation.

Issue (ii): whether the company and its directors could be prosecuted and summoned for alleged contraventions of the Companies Act, 1956

Analysis: For contraventions under sections 209(6), 211(7), 212(7), 212(9) and 217(5) of the Companies Act, 1956, liability attached to the managing director, manager, directors, officers, or employees who were responsible for compliance and were in default. The complaints specifically alleged that the petitioners were officers in default, and that allegation was sufficient at the stage of summoning. However, no provision of the Companies Act, 1956 was shown to make the company itself criminally liable for these particular contraventions. In the absence of statutory liability, prosecution of the company could not be sustained.

Conclusion: The summoning and prosecution of the directors was upheld, but the summoning of the company was quashed.

Final Conclusion: The petitions succeeded only to the extent of setting aside the prosecution of the company, while the proceedings against the directors were sustained.

Ratio Decidendi: In prosecutions under the Companies Act, 1956, the Registrar of Companies is a person aggrieved for limitation purposes, knowledge of the offence arises only on actual discovery through inspection where the offence is not patent, and a company cannot be prosecuted for a contravention unless the statute expressly makes it liable.

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