Judgment 1. The instant Criminal revisional application under Section 482 of the Code of Criminal Procedure is for quashing the proceeding arising out of Case No. C-659 of 1988 under Section 162(1) of the Companies Act, 1956, now pending before the learned Chief Judicial Magistrate, Alipore, South 24-Parganas and this is at the instance or the accused/petitioner Smt. Shashi Sood. 2. The case of the accused-petitioner was in brief that the O. P. No. 1 being Assistant Registrar of Companies, West Bengal filed a petition of complaint on 29.2.88 before the Court of learned Chief Judicial Magistrate, Alipore against the petitioner and three others under Section 162(1) of the Companies Act, 1956. Thereupon, the learned Court below took cognizance of the offence and Issued process against all the accused persons including the petitioner for committing an offence punishable under Section 162(1) of the Companies Act. The allegation of O.P. No. 1 was that although the Annual General Meeting of the Company for the financial year ending 31.12.86 should have been held latest by 30.6.87 and that the Annual Return upto 30.6.87 should have been filed with the O.P. No.1 on or before 29.8.87, the accused-petitioner did not do the same and, accordingly, the petitioner and some others of the Company were liable for punishment under Section 162(1) of the Companies Act, 1956. According to the petitioner, the instant proceeding was illegal and not maintainable as the petition of complaint did not disclose any nexus between the petitioner and the alleged offence. According to the petitioner, it was only the Company which was required to prepare and me the Annual Return of the Company within the due date and such a. liability could not be foisted against the Director or Directors of the Company. But, upon a misconception of law and fact the O. P. No. 1 unnecessarily entangled the petitioner with the aforesaid liability by describing her as a Director of the Company. Again, according to the petitioner there was no averment in petition of complaint to the effect that the petitioner was responsible for management of the affairs of the Company. But, upon a misconception of law and fact the O. P. No. 1 unnecessarily entangled the petitioner with the aforesaid liability by describing her as a Director of the Company. Again, according to the petitioner there was no averment in petition of complaint to the effect that the petitioner was responsible for management of the affairs of the Company. The further case of the petitioner was that she was merely a housewife and she never took any part in the management of the Company and as such was not liable for failure on the part of the Company to comply with the provisions contained in Section 160 of the Act. Hence, the prayer for quashing the instant Criminal proceeding as started against the petitioner and some others. 3. I have had the opportunity of hearing learned Counsels for the parties in the matter at length. 4. The only question requiring consideration was whether the instant Criminal proceeding arising out of complaint case No. C-659 of 1988, now pending before the learned Chief Judicial Magistrate, Alipore, should be quashed or not. 5. At the time of hearing learned Counsel for the accused petitioner vehemently submitted that his client was a housewife and had no manner of connection with the day-To-day affairs of the Company. It was further submitted by him that in the petition of complaint there was no specific averment as to how the petitioner was responsible for not complying with the provisions of Section 162 of the Companies Act, 1956. It was again submitted by him, the instant petition of complaint was also had being not in conformity with Section 5 of the Companies Act. It was also submitted by him that the expression "Officer who is in default" as mentioned in Section 5 of the Act meant an Officer of the Company, who was knowingly guilty of the default, non-compliance, failure, refusal or contravention. But, in the instant case, his client was not a party to the said default or non-compliance of the provisions punishable under Section 162 of the Act. He, therefore, urged upon this Court for quashing the instant Criminal proceeding in exercise of its power under Section 482 of the Code of Criminal Procedure. 6. Learned Counsel for the O.Ps. But, in the instant case, his client was not a party to the said default or non-compliance of the provisions punishable under Section 162 of the Act. He, therefore, urged upon this Court for quashing the instant Criminal proceeding in exercise of its power under Section 482 of the Code of Criminal Procedure. 6. Learned Counsel for the O.Ps. submitted, on the other hand, that in the petition of complaint o. P.No.1 made specific averment as to when and in what manner the petitioner committed an offence being a Director of the Company. It was his submission that being a Director of the Company, the petitioner was certainly responsible for conducting the day-to-day affairs of the Company and she was liable to comply with the provisions by way of taking steps for holding the Annual General Meeting of the Company within the statutory period and also by way of filing the Annual Return of the Company for the relevant period within the time stipulated by law. He, therefore, urged upon this Court for dismissing the instant prayer of the petitioner. 7. The law is now well-settled that the High Court is invested with plenary powers to quash Criminal proceedings pending before any subordinate Court, where it appears that the allegations incorporated in the F.I.R. or petition of complaint, even when they are taken on their face value and accepted in their entirety do not constitute a cognizable offence. It is again well-settled that while exercising the discretionary powers to quash a Criminal proceeding pending before a subordinate Court, the High Court shall not embark on an enquiry as to whether the evidence or allegations are reliable or not. In other words, while exercising power under Section 482 Cr.P.C., the High Court is not required to probe into any question as to whether the materials or allegations constituting the offence were trustworthy or not at the very initial stage of investigation. It is again not necessary that a complainant should reproduce in the body of the complaint all the ingredients of an offence verbatim. Again, it is well-settled that when the petition of complaint and its annexed documents made out a prima facie case, the High Court cannot enter into a debatable area as to which of the two versions of the parties is true. Again, it is well-settled that when the petition of complaint and its annexed documents made out a prima facie case, the High Court cannot enter into a debatable area as to which of the two versions of the parties is true. It is again not necessary to make a meticulous study of a case before trial to find out whether the said case would end in conviction or acquittal. It is again well-settled that the inherent power to quash a Criminal proceeding should be exercised very sparingly and in the rarest of rare cases to prevent abuse of the process of the court or otherwise to secure the ends of Justice. Such power cannot be exercised to stiffle a legitimate prosecution. Rut, where the F.I.R. or the petition of complaint does not disclose any offence or is otherwise frivolous, vexatious or oppressive, it is open to the High Court to interfere under Section 482 Cr. P. C. and to quash a Criminal proceeding pending before a subordinate Court. 8. The original petition of complaint in respect of the instant Criminal proceeding against the petitioner and some others is available on the Lower Court Record, which was called for by the High Court. It appears prima facie there from that the present petitioner has been described therein as an Officer/Director of the concerned Company. It has also been mentioned therein that as per provisions of Sections 159/160 of the Companies Act, 1956, a Company and its Directors were under statutory obligation to file the Annual Return of the Company in the prescribed form upto the date of the Annual General Meeting of the Company. Besides, it has been averred therein that the A.G.M. of the Company for the financial year ending 31.12.86 should have been held latest by 30.6.87 and that the Annual Return made up the date, i.e., 30.6.87 should have been filed with the complainant on or before 29.8.87. Besides, it has been averred therein that the A.G.M. of the Company for the financial year ending 31.12.86 should have been held latest by 30.6.87 and that the Annual Return made up the date, i.e., 30.6.87 should have been filed with the complainant on or before 29.8.87. It has also been averred therein that the Company did not file the said Annual Return upto 30.6.87 in the office of the complainant in spite of show-cause notice and that the petitioner and some others being Officers and Directors of the Company were knowingly guilty of such default, non-compliance in the matter of filing the Annual Return under Section 159 of the Companies Act and as such the petitioner and others mentioned in the petition of complaint were liable for punishment under Section 162 (1) of the Companies Act. It has also been averred in the petition of complaint that O.P. No. 1 being a public servant filed the said petition of complaint in his official capacity and that the complaint was mostly based on the records maintained tn the office of the complainant. In view of such categorical averments, it cannot be said that no prima facie case has been made out by O.P. No. 1, a public servant against the petitioner in the petition of complaint. In my view, the instant petition of complaint and other materials as available on record made out a prima facie case against the petitioner and hence there was no question of quashing the instant Criminal proceeding as prayed for by the petitioner. The petitioner being one of the Directors of the Company was prima facie liable for bolding the Annual General Meeting within the statutory period as laid down by the Companies Act. The petitioner had again the prima facie responsibility for filing the Annual Return in the office of the complainant within the time limit fixed by law. In my view, the learned Court below lawfully took cognizance of the offence as alleged and issued the process being satisfied prima facie that there were necessary ingredients of the offence in the petition of complaint and that such ,materials prima facie connected the petitioner with the offence in question. Hence, the instant Criminal revisional application is liable to be dismissed and the same is hereby dismissed. 9. Order of stay as granted by this Court is hereby vacated. Hence, the instant Criminal revisional application is liable to be dismissed and the same is hereby dismissed. 9. Order of stay as granted by this Court is hereby vacated. The learned Court below is hereby directed to go ahead with the instant case as early as possible in accordance with law. Let the Lower Court Records be sent down to the learned Court below immediately. There will be no order as to costs. N.K.B.