##PAGE1##

CRL OP No. 3028 of 2023

IN THE HIGH COURT OF JUDICATURE AT MADRAS

DATED: 02-04-2026

CORAM

THE HON'BLE MR JUSTICE G.K. ILANTHIRAIYAN

Crl.O.P.No. 3028 of 2023 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

__________

Page1 of 9

https://www.mhc.tn.gov.in/judis ( Uploaded on: 29/05/2026 03:56:57 pm )

CRL OP No. 3028 of 2023

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

__________

Page2 of 9

https://www.mhc.tn.gov.in/judis ( Uploaded on: 29/05/2026 03:56:57 pm )

CRL OP No. 3028 of 2023

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.

__________

Page3 of 9

https://www.mhc.tn.gov.in/judis ( Uploaded on: 29/05/2026 03:56:57 pm )

CRL OP No. 3028 of 2023

(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 Direct