JUDGMENT 1. THIS is an application under Section 633(2) of the Companies Act, 1956 (hereafter "the Act"). It is made by five persons and a Company. The first three describe themselves as non-executive directors. The first petitioner is the promoter of the Company Al Champdany Industries Ltd. which is the sixth petitioner. He is 72 years old. The second petitioner is the Chairman of this Company. He is 84 years old. The fourth petitioner is a whole time Director. The fifth is the Company Secretary. They ask this Court to relieve them of the offences with which they are charged by five show-cause notices, all dated 28th December, 2010. They were issued under various sections of the Act. 2. THIS application was filed in this Court on 10th January, 2011. It was moved with a Tender No. on 10th itself. On the day of moving, I granted an injunction in terms of prayer 'c' of the petition. As the Central Government did not file any Affidavit -in -Opposition till 9th March, 2011, by an order made on that day time to file their affidavit was further extended peremptorily. In addition to prayer 'c' an order in terms of prayer 'd' was also granted. Prayers (c) and (d) are as follows:- "(c) An order of injunction restraining the respondents from instituting or causing to be instituted any criminal proceedings or any other proceedings against the petitioners or any of them on account of the alleged violation as complained of in the five several notices all dated 28th December, 2010 being Annexures "G", "H", T, "J" and "K" to this petition. (d) Injunction restraining the respondents and/or each of them from instituting any criminal proceedings and/or any other criminal proceedings and/or taking any steps or further steps and / or giving any effect or further effect to the notice dated 2nd June, 2010 being Annexure "B" to the petition in any manner whatsoever." It appears that prior to writing a letter dated 2nd June, 2010, the office of the Regional Director, Eastern Region, Ministry of Corporate Affairs had conducted an inspection and enquiry with regard to the Company under Section 209A of the Act. It appears that this department made an inspection of their books of accounts, statutory records and other documents. According to them these documents revealed several violations of the Act. It appears that this department made an inspection of their books of accounts, statutory records and other documents. According to them these documents revealed several violations of the Act. Thus, they wrote the above letter on 2nd June, 2010, with copies to all its directors and its statutory auditor, alleging the violations and asking for explanation. The Company replied to it by their letter dated 13th July, 2010 denying each and every allegation. 3. MORE than six months after the above notice, the first show- cause notice was issued by the office of the Registrar of Companies. It was dated 28th December, 2010. It alleged that for the financial years 2005-06, 2006-07, 2007-08 and 2008-09 the Company had declared dividend out of profits. These profits were computed without deducting the depreciation on assets of book value Rs. 31,89,779/-. Hence there was violation of Section 205 (1) (a) of the Act. The Company replied to this notice on 6th January, 2011. They said that these assets had been bought by the Company in the years 1994-95 and 1995-96. They were not in active use. Hence, they were non-depreciable assets. The Company got them valued by a chartered valuer whose report was enclosed with the reply. According to such valuation the value of these assets was over their book value. It was also said that no advantage was gained by the Company. The total fixed asset was Rs. 106 crores in the financial year 2008-09. Rs. 31,89,779/- was a very small percentage of that. Depreciation on the said value would only be 1.50 lacs per annum whereas the total depreciation claimed by the Company was Rs. 846 lacs. 4. I was shown the provisions of the Code of Criminal Procedure. Sections 467 to 469 of the Code of Criminal Procedure, 1973 inter alia, states that the period of limitation for an offence starts on the date of the offence or where the date is unknown from the date the person aggrieved by the offence acquires knowledge of such offence[Section 469 (1) (b)]. No Court can take cognizance of the offence after the period of limitation [Section 468]. If the offence is punishable with fine the period of limitation is six months [Section 468 (2) (a)]. There is no dispute that the only punishment which can be imposed for proved violation of the alleged offences mentioned in the above show-cause notices is fine. No Court can take cognizance of the offence after the period of limitation [Section 468]. If the offence is punishable with fine the period of limitation is six months [Section 468 (2) (a)]. There is no dispute that the only punishment which can be imposed for proved violation of the alleged offences mentioned in the above show-cause notices is fine. Therefore, the period of limitation was six months. The question which arises is from when this period of six months is to be computed. The person aggrieved by the offence is the Registrar of Companies, West Bengal under Section 621 of the Companies Act, 1956 read with Section 469 (1) (c) of the Criminal Procedure Code, 1973. [See the case of Registrar of Companies v. Rajshree Sugar and Chemicals Ltd. and Others, reported in AIR 2000 Supreme Court 1643.J Now, let me assume that when the alleged offence was committed, the Registrar had no knowledge of if. 5. MY judgment in the case of Srikumar Menon and Others v. Registrar of Companies, West Bengal, reported in 2011 (164) Company Cases 382 Paras 11, 12 and 13 suggests that even if the six months time period did not begin from the date of the alleged offences, the date by which the office of the Regional Director, Eastern Region had positive information or knowledge of the commission of the alleged offences under Section 469 (1) (c) of the Code was 2nd June, 2010, When the said letter was written by them to the Company and its directors. 6. PARAGRAPHS 11, 12 and 13 are set out below:- "11. Section 469(3) of the Code Criminal Procedure Code, 1973, inter alia, states that the period of limitation in relation to an offence shall commence, where, inter alia, the commission of the offence was not known to the person aggrieved by it, on the first day when such offence came to his knowledge. Other parts of this sub-section relate to the date of knowledge of a police officer. In this case no police officer is involved. The knowledge of the person aggrieved by the offence is material. In such type of cases the person aggrieved by the offence is the Central Government. 12. The exact date on which the investigation and inspection by the inspecting officer was carried out under Section 209A of the Companies Act, 1956, is not available from the record. The knowledge of the person aggrieved by the offence is material. In such type of cases the person aggrieved by the offence is the Central Government. 12. The exact date on which the investigation and inspection by the inspecting officer was carried out under Section 209A of the Companies Act, 1956, is not available from the record. The inspection report is also not available in the record. On July 20, 2009, the Assistant Director (Inspection) of the office of the Regional Director, Eastern Region, Ministry of Corporate Affairs of the Government of India issued a show-cause notice to the petitioner. Therefore, by July 20, 2009, the Central Government, being the person aggrieved by the alleged offence had knowledge of all the alleged offences. 13. However, in my opinion, the date the inspection is ordered can be taken as the date when the Central Government has knowledge of the alleged offence, just like a police officer can be fixed with knowledge of a crime when he orders an enquiry." The case of Misra Dhathu Nigam Ltd. v. State, reported in 1998 (92) Company Cases Pg. 730 (AP) makes it explicit that the knowledge of the department is equivalent to knowledge of the Registrar. Therefore, by the time this application was filed on 10th January, 2011 cognizance of the offence was barred. 7. MOREOVER, on merits it was submitted that the question whether depreciation was to be claimed or to what extent it could be claimed or the assertion that the value of the machinery was above its book value and hence there was no-depreciation, were matters of opinion or view in accounting. Since the view held by the Company was reasonable, bona fide and honestly held even if there has been any violation, the petitioners should be exonerated. 8. THE second show-cause notice was issued on the same date as the first show-cause notice. It complains of violations of Section 299(1) of the Act. It was said that during the years ending on 31st March, 2007, 31st March, 2008 and 31st March, 2009 the Company had entered into transactions with five Companies, Libra Exporters Ltd., Naffar Chandra Jute Mills Ltd., Megregor Balfour India Ltd., Libra Transports Ltd. and G. Jeram Bhai Exports Ltd. In each of the five Companies the directors of this Company or some of them were holding more than two percent of the paid-up share capital. THE names of the respective directors interested in each of the above Companies were mentioned in the show-cause notice. THE directors had failed to disclose their interest in the required notice to be given by them to the Board. Thus, there was violation of Section 299. THE Company replied to such show-cause notice by their letter dated 6th January, 2011. They made a detailed tabulation of the shareholding of each of such directors in each of the five Companies. It was said that when the directors held shares in their personal capacity the holding of the directors in each of the five Companies was below 2%. As no director or directors held more than 2% shares no register under Section 301 of the Act was maintained by the Company, as stated by them in their letter 6th January, 2011 in reply to the third show-cause notice dated 28th December, 2010. The fourth show-cause notice was also dated 28th December, 2010. Violation of Section 205(1A) of the Act was alleged. It was said that the Company had declared final dividend during these financial years 2004-05, 2005-06, 2006-07, 2007-08 and 2008-09. It was said that for these financial years some of the dividend amount was not transferred to a separate bank account. The Company replied to the said show-cause notice on 6th January, 2011. In their reply it said that in the year 2004-05 the dividend was transferred to a separate account. In the year 2005 dividend was paid to their preference shareholders by cheque one day after dividend was declared. In 2007-08 preference shareholders were paid dividend in the above manner within two days of the Annual General Meeting. In the year 2008-09 dividend was similarly paid within one day of declaration of dividend. Hence according to the Company there was substantial compliance with the requirements of the Act as there was no distributable dividend, not deposited in a separate account, as required under Section 205(1 A). 9. THE fifth show-cause notice was also issued on the same day i.e. 28th December, 2010. In this show-cause notice the department raised some accounting dispute. According to it the Company suffered loss in the financial year 2008-09. Hence the Company was not entitled to pay any remuneration to the whole time directors in the absence of a remuneration committee. THE Company replied to this notice by their letter dated 6th January, 2011. In this show-cause notice the department raised some accounting dispute. According to it the Company suffered loss in the financial year 2008-09. Hence the Company was not entitled to pay any remuneration to the whole time directors in the absence of a remuneration committee. THE Company replied to this notice by their letter dated 6th January, 2011. They said that there was a remuneration committee and remuneration to the directors was paid accordingly. 10. WITH regard to the alleged violations also, complained of in these four show-cause notices issued after the first show-cause notice the petitioners have taken the point of limitation as their defence. If all the alleged offences were proved the petitioners would face the punishment of fine only. Now, all these alleged offences did not extend beyond 31st March, 2009. Assuming that the Registrar of Companies had knowledge of their alleged commission by 2nd June, 2010, according to my analysis above, their cognizance was barred when this application was filed. Moreover considering the show-cause notices and the explanation of the Company, I do not think that the Company can be said to be guilty of any offence. Their directors have given sufficient explanation to explain that their individual shareholding in each of the Companies having transactions with the Company in question was less than 2%. The explanation furnished explaining distribution of dividend is more than acceptable and does not suggest any violation. The principle taken into account for calculating or disregarding depreciation of the above machinery is an acceptable practice or an arguably tenable practice. There is also assertion of existence of the remuneration committee to justify remuneration paid to directors. 11. IN a Section 633(2) application, the Court in the exercise of its power to relieve an alleged offender, can dismiss the complaint or discharge the accused as held by this Court in Bithal D. Mundra and Others v. Registrar of Companies, West Bengal, reported in 2011 (164) Company Cases 375 (Cal). I read paras 5 to 11 from that judgment:- "Section 633(1) relates to the powers of the Court, in which proceedings have already been instituted for any violation of the Companies Act. It says that when it appears to such Court that an officer is or is likely to be liable for contravention of the Act, but nevertheless, according to the Court, he has acted honestly and reasonably, it might exonerate him. It says that when it appears to such Court that an officer is or is likely to be liable for contravention of the Act, but nevertheless, according to the Court, he has acted honestly and reasonably, it might exonerate him. The High Court has been given the same power. While granting such power to the High Court, Parliament has enacted a provision which is part of Section 633(2) and which is in the following terms: "633.(2)... the High Court on such application shall have the same power to relieve him as it would have had if it had been a Court, before which a proceeding against that officer for negligence, default, breach of duty, misfeasance or breach of trust had been brought under sub-section (1)." It says that the High Court will have the same power to relieve an alleged offender as the Criminal Court has under Section 633(1). Now, the Criminal Court proceeds on such complaint as if it is a criminal complaint. Therefore, as in other criminal proceedings, on receipt of a complaint a Criminal Court is to examine whether it should take cognizance of the offence under Section 190 of the Code of Criminal Procedure, 1973. Thereafter, it is to examine whether any case has been made out, it is to discharge the accused. If it decides that no case has been made out, it is to discharge the accused. When a prima facie case has been established against him, the trial proceeds by framing of charges and so on. If the charge cannot be established at the trial the accused is acquitted. These are the elementary principles our criminal procedure. A very relevant consideration in initiating criminal proceedings is the law of limitation. Section 468 of the Code enacts that no Court is to take cognizance of an offence after expiry of the period of limitation. The Court takes such cognizance when, inter alia, a complaint petition is filed before it under Section 190. Considering Section 468, the Magistrate has the power under Section 203 to dismiss the complaint on the ground of limitation. The Court takes such cognizance when, inter alia, a complaint petition is filed before it under Section 190. Considering Section 468, the Magistrate has the power under Section 203 to dismiss the complaint on the ground of limitation. Therefore, the powers of the Magistrate under Section 633(1) to exonerate the accused in case he is of the opinion that the accused is likely to have committed the offence but there are grounds from his exoneration are in my judgment in addition to his powers to take cognizance and proceed with the trial and not an isolated power. Therefore, the High Court is also invested with similar powers. First, to ascertain whether there is cause for proceeding with the complaint and then to consider whether the accused should be exonerated (see S.B.I. Home Finance Ltd., IN re reported in 2007 (138) Comp Cas 106 (Cal), see also Chandra Kumar Dhanuka v. Registrar of Companies, West Bengal, reported in 2008 (141) Comp Cas 101 (Cal)." 12. THIS Court further clarified the position in Srikumar Menon and Others v. Registrar of Companies, West Bengal, reported in 2011 (164) Company Cases 382(Cal):- "21. I would elucidate upon my above judgment by clarifying that the power to relieve includes the power to dismiss the complaint and to discharge the accused. THIS power can be exercised before exercising the power to exonerate the accused. Exoneration is ordered after the Court is satisfied that the accused is likely to be guilty. The High Court has no power to try and sentence the accused, in my opinion." Now, in this kind of a proceeding it should always be the endeavour of the Court to come to a finding on the show-cause notice and the answer to it, as to whether there is any cause for proceeding with the prosecution. The Court should always view the case from the eyes of a reasonably competent accountant or lawyer or a management professional. It should satisfy itself whether on consideration of the show-cause and the explanation, there is any reason to believe that the Company or its directors have committed any offence. The Court should always view the case from the eyes of a reasonably competent accountant or lawyer or a management professional. It should satisfy itself whether on consideration of the show-cause and the explanation, there is any reason to believe that the Company or its directors have committed any offence. If the Court comes to the conclusion that there does not appear to be any offence committed or two professional views are possible and one of them is taken by the Company or that the offence committed is of a trivial nature, or that although an offence has been committed, the accused has acted honestly and reasonably it should discharge the accused or exonerate him. 13. ON consideration of the above cause I am convinced that the records do not show any violation by the petitioners. 14. THEREFORE, for the above reason that is the ground of limitation and non-existence of an offence I relieve the petitioners by discharging them. This application is accordingly, allowed. There is no order as to costs. Urgent certified photocopy of this judgment and order, if applied for, to be provided upon complying with all formalities.