A Magistrate can condone the delay or overlook the bar of limitation if after taking into consideration the facts and circumstances of the case he is satisfied that delay has been properly explained or that it is necessary to take cognizance of the offence in the interest of justice.

1. This Rule is directed against an order dated 26-12-1975 passed by the learned Chief Metropolitan Magistrate, Calcutta condoning the delay for filing the petition of complaint under Section 372 read with Section 374 of the Companies Act, 1956 and also for quashing the proceeding taking cognizance of the aforesaid offences. It appears that on 26-12-1975 Registrar of Companies, West Bengal filed an application under Section 473 of the Code of Criminal Procedure praying for condonation of the delay on the grounds stated therein. The learned Chief Metropolitan Magistrate before whom the said application was filed recorded an order on the petition itself. The order runs as follows: "Perused the petition. Heard the learned Advocates. It appears that in the present petition delay in filing the petition has been sufficiently explained and as the prosecution is in the interest of the State and on the ground of public policy the delay is condoned under Section 473 of the Code of Criminal Procedure for taking cognizance under Section 372 of the Indian Companies Act."

On the same date he took cognizance and issued processes against the accused petitioner fixing 9-2-1976 for appearance. Thereafter the accused petitioner appeared before him and subsequently filed the present application. In the petition of complaint it was alleged that an inspection of the Statesman Ltd. was carried out under Section 207(4) of the Companies Act 1956 and it transpired during inspection that the said Company namely Statesman Ltd. had made investment in the share of M/s. Nachiketa Publications Limited Bombay. M/s. Nachiketa Publications Limited was incorporated at first as a Private Limited Company on 30-1-1969 with its registered office at 5, Kasturibai Building, Bombay. On 18-7-1969 the said investee Company was converted into public limited Company when its total subscribed capital was Rs. 5,000 comprising of 50 Equity Shares of Rs. 100 each. The Statesman Limited the investing Company was not connected with the aforesaid Company in the beginning but later on wanted to acquire the shares of the said Company. In a meeting of the Board of Directors of the investing Company on 4-6-1969 the Board considered a note prepared by the accused petitioner who was the Managing Director of the investing Company at the relevant time regarding the feasibility of acquiring interest by the Statesman Limited in the said investee Company. It was decided in the said meeting that the Statesman Limited would acquire some shares of M/s. Nachiketa Publications Limited. Thereafter on 13-11-1969 the Statesman Limited acquired 5 shares of Rs. 100 each out of the total shares. Thereafter in a meeting of the Board of Directors of the Statesman Limited it was decided that the Statesman Limited would acquire further 95 shares out of a so-called rights of shares made by the said Nachiketa Publications Limited. On 12-3-1970 Statesman Limited acquired 95 shares out of these allegedly Right shares issued by the investee Company by acquiring 95 shares. Thus the Statesman Limited came to have 100 shares out of 180 shares issued and subscribed in that Company.

It was alleged in the petition of complaint that such acquisition of 95 shares by the Statesman Limited made on 12-3-1970 was within an year of the first allotment and also within two years from the date of incorporation of Nachiketa Publications Limited. It was further alleged that such acquisition of 95 shares was without the approval by a resolution in the General Mooting of the Investing Company and approval of the Central Government as contemplated under Section 372(4) of the Companies Act. Thus the accused petitioner who was said to be also on the Board of M/s. Nachiketa Publications Limited and also was the Managing Director of the Statesman Limited at the relevant time committed an offence under Section 372 read with Section 374 of the Companies Act 1956. It is as against such order regarding contention of the delay by th