Ruma Pal, J.

(1) LEAVE granted.

(2) THIS appeal has been preferred form the decision of the High Court of Madras dated 17th March, 1998. The appeal was filed on 26th July, 1999 after a delay of 406 days. The application for condonation of delay filed by the appellant shows that the Department of Legal Affairs took up the matter only on 16th December, 1998. No explanation whatsoever has been given for the appellants inaction during this period of nine months. The observation of this Court in State of U.P. vs. Bahadur Singh & Ors., AIR 1983 SC 845 regarding the latitude to be shown to the Government in deciding questions of delay, does not give a licence to the Officers of the Government to shirk their responsibility to act with reasonable expedition. However, since the matter has been permitted to be argued on merits, it would not be appropriate to dismiss the appeal on the ground of delay, but our disapproval of the conduct of the appellant in this regard will be reflected in the costs which we intend to award against the appellant in favour of the respondents irrespective of our decision on merits.

(3) THE issue to be decided in this appeal relates to an offence allegedly committed by the respondents under Sec. 113 of the Companies Act, 1956 (referred to as the Act). The complaint was filed by the appellant against the respondents on 28th August, 1992 alleging that the respondents had, in violation of Sec. 113 of the Act, defaulted in transfer of shares within the time specified in that section. The Chief Judicial Magistrate, Coimbatore by his order dated 30th March, 1993 dismissed the complaint on the ground that it was barred by limitation under Sec. 468 of the Code of Criminal Procedure (for short the Code).

(4) THE appellant filed a petition under Secs. 397 & 401 Criminal Procedure Code before the High Court of Madras praying for revision of the order dated 30th March, 1993. The High Court by the impugned judgment not only upheld the order of the Trial Court but also held that the appellant was incompetent to file a complaint in respect of an offence under Sec. 113 of the Act.

(5) SECTION 113 Sub-sec. (1) of the Act requires a company to deliver the share certificates to the allottee or transferee within three months after the allotment and within two months after the application for registration of transfer of the shares. The period is extendable in certain circumstances on an application by the company to the Company Law Board subject to a maximum period of nine months.

(6) SUB-SECTION (2) of Sec. 113 provides that if default is made in compliance with Sub-sec. (1) the company and every officer of the company who is in default shall be punishable with fine which may extend to five hundred rupees for every day during which the default continues. In addition to this criminal liability for punishment, under Sec. 113(3) a person entitled to have the shares delivered to him, may apply to the Company Law Board for a directive on the company to deliver the certificates or the debentures to the complainant. The Company Law Board is authorised to pass an order directing the company and any officer of the company "to make good the default" within such time as may be specified and also provide for the costs of and incidental to the application to be paid to the complainant by the company or any officer of the company who may be responsible for the default.

(7) IN this case, the complaint filed by the appellant was under Sec. 113(2). It was alleged in the complaint that the company was sent share transfer certificates along with applications for transfer in two batches; - on 23.11.1990 and 18.12.1990. The first batch of applications for transfer was received by the company on 11.12.1990, approved on 29.3.1991 and dispatched on 6.4.1991. The second batch of applications was received on 26.12.1990 approved by the company on 3.4.1991 and dispatched on 16.4.1991. App