Limitation in corporate prosecution turns on statutory sanction, and administrative permission cannot extend time for filing a complaint.

A complaint alleging contravention of Section 185(2) of the Companies Act, 2013 was held time-barred because the offence was noticed through a show cause notice on 14.06.2018, yet the complaint was filed only on 12.04.2019. The Court held that the Companies Act did not require prior statutory consent or sanction from the Central Government to launch prosecution, and therefore the exclusion of time under Section 470(3) CrPC was unavailable. Administrative permission obtained on the executive side could not extend limitation. The proceedings were quashed in favour of the petitioners.

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Issues: Whether the complaint initiating prosecution for the alleged contravention under Section 185(2) of the Companies Act, 2013 was barred by limitation, and whether time taken for obtaining administrative permission could be excluded under Section 470(3) of the Code of Criminal Procedure, 1973.

Analysis: The alleged offence was noticed and acted upon through the show cause notice issued on 14.06.2018, and the complaint was filed only on 12.04.2019. The relevant provisions of the Companies Act, 2013 did not require prior statutory consent or sanction from the Central Government for launching prosecution. The exclusion contemplated by Section 470(3) of the Code of Criminal Procedure, 1973 applies only where consent or sanction is required under the statute itself, and not to mere administrative permission obtained on the executive side. Since such administrative permission could not extend the period of limitation, the prosecution was beyond the prescribed period.

Conclusion: The complaint was held to be barred by limitation and the proceedings were quashed in favour of the petitioners.

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