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 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.

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.

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. Another ground raised by the petitioner is that she resigned her Directorship on 14.02.2