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CRL OP No. 3032 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.3032 of 2023 and

Crl.M.P.No.1826 of 2023 Smitha Ramachandran

D/o. Ramachandran, Z-107 Flat No.74c,5th Avenue,

Annanagar,Chennai - 600 040 ..Petitioner

Vs The Assistant Registrar ff 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 E.O.CC.No.91/2019 pending on the file of the

Additional Metropolitan Magistrate, Egmore, Chennai.

For Petitioner: Mr.M.Murthy

For Respondent: Court Notice not yet returned either served or unserved for sole respondent

ORDER

This Criminal Original petition has been filed to quash the pending

proceedings in E.O.C.C. No.91 of 2019 pending on the file of the learned

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CRL OP No. 3032 of 2023

Additional Chief Metropolitan Magistrate, Economic Offences Court, Egmore,

Chennai.

2. The case of the prosecution is that the accused company, pursuant to

the resolutions passed by its shareholders in the Extra Ordinary General Meeting held on 02.04.2014 and the 26^th Annual General Meeting held on 30.09.2014, increased and subsequently sub-divided its share capital in terms of Section 61 of the Companies Act, 2013. However, despite such alteration and sub-division of share capital, the company failed to file FormSH-7 with the Registrar of Companies within the prescribed period of thirty days as mandated under Section 64(1)(a) of the Companies Act, 2013 read with Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014. Therefore, the company and its officers are alleged to have committed default and are liable

for punishment under Section 64(2) of the Companies Act, 2013.

3. The learned counsel appearing for the petitioner would contend that

the complaint is barred by limitation, as the alleged default occurred on 30.09.2014 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 offence is not a continuing offence and

therefore, the cognizance taken by the trial Court is bad in law.

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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.91 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.

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CRL OP No. 3032 of 2023

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