Limitation barred threatened corporate prosecution, and the High Court could discharge applicants under section 633(2) without a merits trial.

Cognizance of the alleged Companies Act offence was barred by limitation because the offence was punishable with imprisonment up to six months or fine, attracting the one-year limit under section 468 CrPC, and the Registrar had constructive knowledge of the matter before the application was filed. In an application under section 633(2) of the Companies Act, 1956, the High Court could therefore relieve the applicants from threatened prosecution and discharge them without a merits enquiry once cognizance was time-barred. A procedural objection that the application was not personally signed and verified by the petitioners also failed, as authorised signing and verification were sufficient.

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Issues: (i) whether cognizance of the alleged offence under the Companies Act was barred by limitation on the date the application was filed; (ii) whether the High Court, in an application under section 633(2) of the Companies Act, 1956, could dismiss the threatened complaint and exonerate the applicants; and (iii) whether the application was invalid for want of personal signature and verification by the petitioners.

Issue (i): whether cognizance of the alleged offence under the Companies Act was barred by limitation on the date the application was filed.

Analysis: The alleged violation was punishable with imprisonment up to six months or fine or both, so the one-year limitation under section 468 of the Code of Criminal Procedure, 1973 applied. The relevant facts and the inspection report placed the Registrar in constructive knowledge of the alleged offence well before the show-cause notice. Once knowledge was attributable to the Registrar through the Regional Director's communication, the period for taking cognizance had already expired when the application was filed.

Conclusion: Yes. Cognizance of the alleged offence was barred by limitation.

Issue (ii): whether the High Court, in an application under section 633(2) of the Companies Act, 1956, could dismiss the threatened complaint and exonerate the applicants.

Analysis: An application under section 633(2) was treated as invoking the Court's criminal jurisdiction for the threatened prosecution. Where cognizance itself is barred, the Court could relieve the applicants from liability and discharge them without undertaking a merits enquiry into the underlying factual controversy. The papers in the application were treated as sufficient information for that purpose.

Conclusion: Yes. The High Court could dismiss the complaint and exonerate the applicants.

Issue (iii): whether the application was invalid for want of personal signature and verification by the petitioners.

Analysis: The application was treated as a civil proceeding for procedural purposes, and the rules permitting pleadings to be signed and verified by another authorised person were applicable. The objection therefore did not affect maintainability.

Conclusion: No. The application was not invalid on that ground.

Final Conclusion: The threatened prosecution could not proceed because cognizance was time-barred, and the petitioners were relieved from liability and discharged from the alleged offence.

Ratio Decidendi: Where cognizance of a threatened corporate offence is barred by limitation, an application under section 633(2) of the Companies Act, 1956 can be used to exonerate and discharge the applicants without a merits trial, and procedural objections as to verification will not defeat such relief.

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