Professional certification alone does not establish criminal liability without evidence of knowing falsity, connivance, and timely prosecution.

An independent Chartered Accountant who certifies statutory e-Forms is not an officer or officer in default merely by performing that professional function; separate criminal liability requires material showing active complicity. Prosecution for false statements requires specific allegations or evidence of knowing falsity, intentional concealment, or connivance, rather than certification alone. Responsibility for accurate filings primarily rests with the company and its directors. A prosecution for the stated offence is subject to the applicable three-year limitation period and cannot proceed after its expiry without valid condonation. The notes state that discharge was sustained because no factual basis established the professional's mens rea and the complaint was time-barred.

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Issues: (i) Whether an independent Chartered Accountant certifying statutory e-Forms is an officer or officer in default amenable to direct prosecution by the Registrar of Companies; (ii) Whether prosecution under Section 628 read with Section 75 of the Companies Act, 1956 can proceed without specific material showing mens rea, knowledge, or active connivance by the certifying professional; (iii) Whether the complaint filed in 2020 regarding e-Forms and allotments made between 2011 and 2014 was barred by limitation.

Issue (i): Whether an independent Chartered Accountant certifying statutory e-Forms is an officer or officer in default amenable to direct prosecution by the Registrar of Companies.

Analysis: The statutory definitions of officer and officer in default concern persons involved in corporate governance, management, and internal administration. Section 2(60)(v) of the Companies Act, 2013 excludes a person giving advice to the Board in a professional capacity. An external Chartered Accountant certifying statutory forms is not thereby transformed into an internal corporate officer. However, exclusion from officer status does not create an absolute immunity from prosecution under a provision directed at any person where active criminal complicity is prima facie shown.

Conclusion: An independent professional certifier is not an officer or officer in default merely by certifying statutory e-Forms, though prosecution for a separate offence may lie upon material establishing active criminal complicity.

Issue (ii): Whether prosecution under Section 628 read with Section 75 of the Companies Act, 1956 can proceed without specific material showing mens rea, knowledge, or active connivance by the certifying professional.

Analysis: Section 628 requires a knowingly false material statement or intentional concealment. The complaint attributed falsification, mala fides, and physical filing of the forms to the company director, while alleging only that the professional certified the forms. It contained no foundational allegation or material indicating personal knowledge of falsity, deliberate concealment, or connivance. The primary responsibility for accurate filing rested on the company and its directors under Rule 10 of the Companies (Registration Offices and Fees) Rules, 2014.

Conclusion: Prosecution of the certifying professional could not proceed because the complaint disclosed no specific material establishing mens rea, knowledge, or active connivance.

Issue (iii): Whether the complaint filed in 2020 regarding e-Forms and allotments made between 2011 and 2014 was barred by limitation.

Analysis: The alleged offence under Section 628 read with Section 75 carried a maximum punishment of two years and was therefore subject to the three-year limitation period under Section 468(2)(c) of the Code of Criminal Procedure, 1973. The complaint was instituted long after the relevant filings, without an application or sufficient basis for condonation under Section 473 of that Code. The date of filing of the complaint governs computation, and stale prosecution cannot be initiated after expiry of the prescribed period without valid condonation.

Conclusion: The complaint was incurably barred by limitation.

Final Conclusion: The discharge of the surviving independent professional stands sustained for absence of the essential factual basis for criminal liability and for expiry of the statutory limitation period; this determination does not preclude proceedings in accordance with law against the company or its internal management.

Ratio Decidendi: A professional certifier may incur criminal liability for false statutory filings only upon specific material demonstrating knowing falsity or intentional participation, and a prosecution initiated beyond the prescribed limitation period without condonation is legally untenable.

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