Continuing offence in dividend default defeats limitation, but lack of statutory locus standi can still quash the complaint.

A complaint for non-payment of dividend under the amended Section 207 of the Companies Act, 1956 was treated as alleging a continuing offence, so the limitation objection under Section 468(2) of the CrPC did not apply. However, the Court held that the complainant's authority to prosecute depended on the statutory scheme under Section 55A read with the second proviso to Section 621, and on the facts that authority did not continue after the dividends had been paid. As a result, the complaint lacked valid locus standi and the criminal petition succeeded, leading to quashing of the proceeding.

---

---

Issues: (i) Whether the complaint was barred by limitation under Section 468(2) of the Code of Criminal Procedure, 1973. (ii) Whether the respondent had locus standi to maintain the complaint after payment of dividends.

Issue (i): Whether the complaint was barred by limitation under Section 468(2) of the Code of Criminal Procedure, 1973.

Analysis: The complaint alleged default in payment of dividend under the amended regime of Section 207 of the Companies Act, 1956, which provided for liability continuing for each day during which the default continued. On that construction, the offence was treated as a continuing offence until the dividend was paid. The limitation contention based on the unamended provision was held inapplicable because the alleged default arose under the amended section, not the earlier form of the provision.

Conclusion: The complaint was not barred by limitation.

Issue (ii): Whether the respondent had locus standi to maintain the complaint after payment of dividends.

Analysis: Section 55A of the Companies Act, 1956 and the second proviso to Section 621 of that Act were read together to determine who could initiate a complaint for non-payment of dividend. The Court held that the statutory scheme permitted a complaint by the authority contemplated under the proviso, but on the facts the respondent had no continuing authority to prosecute once the dividends had already been paid, and the cognizance taken on the complaint was therefore unsustainable.

Conclusion: The respondent lacked locus standi to maintain the complaint.

Final Conclusion: The criminal petition succeeded and the impugned complaint proceeding was quashed.

Ratio Decidendi: A complaint for non-payment of dividend under the amended Section 207 of the Companies Act, 1956 is treated as involving a continuing offence, but cognizance can survive only where the complainant has the statutory authority contemplated by Section 621.

---