IN THE HIGH COURT OF JUDICATURE AT MADRAS RESERVED ON : 03.08.2022 PRONOUNCED ON :04 .11.2022 CORAM THE HONOURABLE MR.JUSTICE RMT.TEEKAA RAMAN Crl.O.P.No.9160 of 2013 and M.P.Nos. 1 and 2 of 2013

1. M/s.Subhiksha Trading Services Limited, "Habib Complex", Cabin "A", Flat No.2, 2nd Floor, No.5, Durgabai Deshmukh Road, R.A.Puram, Chennai - 600 028.

2. R.Subramanian, Managing Director, M/s.Subhiksha Trading Services Limited, “Habib Complex”, Cabin “A”, Flat No.2, 2^nd Floor, No.5, Durgabai Deshmukh Road, R.A.Puram, Chennai – 600 028.

Now at Shop 11, Ground Floor (Rear Side), No.15/1, Thambiah Road, West Mambalam, Chennai – 600 033.

3. M.Rathinakumar, Secretary, M/s.Subhiksha Trading Services Limited, 7A, Rajaji Nagar, Pillayar Koil Street,Chennai- 600 041.

Now at:

G2-I-Block, Land Marvel Garden, Pillaiyar Koil Street, Rajaji Nagar, Thiruvanmiyur, Chennai – 600 041. .. Petitioners/Accused Vs.

The Deputy Registrar of Companies, Shastri Bhavan, Chennai – 600 006. .. Respondent/complainant PRAYER: This Criminal Original Petition is filed under Section 482 of the Code of Criminal Procedure, 1973 to quash the complaint under EOCC No. 287 of 2011 on the file of the Learned Additional Chief Metropolitan Magistrate Court, (

Economic Offences- II), Egmore, Chennai.

For Petitioners : Mr.R.Subramanian [P1]

Party-in-person No appearance [for P2]

For Respondents : Dr.D.Simon Central Govt. Standing Counsel **********

ORDER

The Criminal Original Petition is filed to quash the complaint in EOCC No.

287 of 2011 on the file of the Learned Additional Chief Metropolitan Magistrate Court, ( Economic Offences- II), Egmore, Chennai.

2. The petitioners have been accused of an alleged offences under Section

217(AA) of the Companies Act, 1956.

3. The allegations made in the complaint are briefly as follows:

i) That the company, Subhiksha Trading Services, Ltd of which the petitioners is the Managing Director/ Secretary has not complied with the provisions of Section 217( AA) of the Companies Act for not including a Directors' Responsibility Statement indicating therein that in preparation of the Annual Accounts, the applicable accounting standards has been followed to material departure and has not followed the AS-2 in respect of the financial year ending 31.03.2005.

ii) That a show cause notice dated 31.3.2011 was issued.

iii) That replies received were not convincing. Hence the prosecution.

iv) That the Regional Director instructed the respondent herein to launch prosecution in and by a letter dated 28.3.2011.

3. The complaint has been taken on file by the Learned Additional Chief Metropolitan Magistrate ( Economic Offences- II), Egmore, Chennai.

4. The 1st petitioner would contend that the alleged offence under Section

217(AA) is not a continuing offence and since the complaint has been filed after the period of limitation under Section 468(2) of Cr PC, the learned Magistrate ought not to have taken cognizance.

5. Per contra, the learned Central Government Standing Counsel appearing on behalf of the respondent would contend that steps has been immediately taken to prosecute.

6. Heard both sides and perused the records.

7. The directors' responsibility statement was infact filed with the balance sheet on or about 30.11.2005. Date of alleged knowledge was on 20.07.2009 to

30.10.2009. Complaint was filed on 18.04.2011.

8. Regarding whether the offence under Section 217(AA) is a continuing offence or not, reliance can be placed upon the judgment of this Hon'ble High Court in Teledata Technology Solutions Limited and others V The Deputy Registrar of Companies, Chennai reported in 2022 SCC OnLine Mad 102 dated 11.01.2022, the Court held as follows:

12. The expression “continuing offence” has not been defined in the Code of Criminal Procedure, 1973. However, the courts have explained the same in number of judgments. In the case of continuing offence, the ingredients of offence continues even after the offence takes place, whereas in an instantaneous offence, the offence took place once and