IN THE HIGH COURT OF JUDICATURE AT MADRAS DATED: 02-04-2026 CORAM THE HON'BLE MR JUSTICE G.K. ILANTHIRAIYAN and Crl.M.P.No.1826 of 2023 Smitha Ramachandran S/o. Ramachandran, Z-107 Flat No.74c,5th Avenue, Annanagar,Chennai - 600 040 ..Petitioner Vs The Assistant Registrar of Companies Tamilnadu, Chennai Having Office At Shastri Bhavan, No.26,Haddows Road, Chennai - 600 006 ..Respondent Prayer: Criminal Original Petition has been filed under Section 482 of Cr.P.C. to call for the records in EOCC.No.89/2019 pending on the file of the learned Additional Chief Metropolitan Magistrate, Egmore, Chennai and to quash the same as illegal, incompetent and without justification in so far as the petitioner/3rd accused is concerned .

For Petitioner: Mr.M.Murthy For Respondent: Court Notice not yet returned either served rr Unserved for sole sespondent

ORDER

This Criminal Original Petition has been filed to quash the proceedings in E.O.C.C.No.89 of 2019 pending on the file of the learned Additional Chief Metropolitan Magistrate, Economic Offences Court, Egmore, Chennai.

2. The case of the prosecution is that, upon examination of the records of the accused company, it was found that the company failed to provide for diminution in the value of investments made in its subsidiary company, namely M/s.Infor Drive Software Inc., USA, in violation of Accounting Standard-13. According to the prosecution, despite such non-compliance, the Director’s Responsibility Statement declared that the annual accounts had been prepared in compliance with the applicable Accounting Standards, without furnishing any proper explanation regarding the material departure. Therefore, the accused company and its officers are alleged to have contravened the provisions of Section 134(5)(a) of the Companies Act, 2013 and are liable for punishment under Section 134(8) of the Companies Act.

3. The learned counsel appearing for the petitioner would contend that the complaint is barred by limitation, as the alleged default occurred on 22.04.2015 and the complaint ought to have been filed within six months under Section 468 Cr.P.C., whereas the same was initiated only in March 2019. He further contended that the alleged is not a continuing offence and therefore, the cognizance taken by the trial Court is bad in law.

3.1. The learned counsel further submitted that the petitioner was only a Non-Executive Director who had already resigned from the Company and in the absence of any specific allegations regarding her active role or involvement, prosecution against here is impermissible in view of the law laid down by the Hon’ble Supreme Court in Sunil Bharti Mittal Vs.CBI [2015 MLJ Crl 231]. He also submitted that the petitioner, being a housewife, has been subjected to appear before the trial Court from 2019 onwards. Hence, the learned counsel prayed for quashing of the proceedings in E.O.C.C.No.89 of 2019.

3.2. The learned counsel appearing for the petitioner has relied upon the following judgments:

(i) Ramnugger Cane and Sugar Co.Ltd. & Ors v. Assistant Registrar of Companies reported in 1989 Crl LJ 2395.

(ii) Registrar of Companies vs. M/s. Shashi Theatres Pvt. Ltd., reported in 2007 SCC Online Guj 250.

(iii) Shree Dharma Sugar Indusries (P.) Ltd. and others vs. Registrar of Companies reported in 1987 SCC Online Kar 397.

(iv) Siddhartha Sen & Anr v. The Registrar of Companies, Orissa reported in 2009Cri LJ 4078.

4. Heard the learned counsel for the petitioner and perused all the materials available on record.

5. In this case, it is an admitted fact that the petitioner was the Non-

Executive Director of the A1 company and she was appointed as Non-Executive Director from 31.03.2015 to 14.02.2017. According to the petitioner, there is no averments in the petition as about the participation of the petitioner in the day to day affairs of the company. This Court also carefully perused the records. Nowhere it is stated about the day-to-day participation of the petitioner in the company affairs. Ano