Calcutta High Court (Appellete Side)
Registrar Of Companies vs Ranjan Meghani on 1 August, 2026
IN THE HIGH COURT AT CALCUTTA
CRIMINAL REVISIONAL JURISDICTION
APPELLATE SIDE
PRESENT:
THE HON'BLE JUSTICE UDAY KUMAR
CRR 4267 OF 2022
REGISTRAR OF COMPANIES, WEST BENGAL
-VS-
RANJAN MEGHANI
For the ROC / Petitioner : Mr. Prodyat Saha
For the Respondent : Mr. Aritra Basu,
Mr. P.P. Bishwal
Ms. Swastika Ray
Reserved on : 15.07.2026
Pronounced on : 01.08.2026
UDAY KUMAR, J.: –
I. INTRODUCTION
1. Corporate misfeasance cannot serve as a blanket justification for
sweeping, unfocused criminal prosecutions, nor can regulatory zeal
override the mandatory statutory safeguards of procedural time-bars.
The boundaries of criminal liability for independent professionals
cannot be expanded into an elastic net of retrospective persecution, and
the foundational rule of law must remain impervious to administrative
indolence and state delays. When this revisional application was taken
up for a comprehensive and protracted hearing, and the learned
counsel for the contesting parties advanced extensive arguments, this
CRR 4267 OF 2022 2
litigation squarely brought to the fore a critical tension in corporate
jurisprudence: the protective independence claimed by external
professional experts under the statutory corporate framework versus
the expansive, penal net cast by the legislature against systemic
corporate deception.
2. The Petitioner, being the Registrar of Companies, West Bengal
(hereinafter referred to as the ROC), has invoked the revisional
jurisdiction of this Court under Section 482 read with Section 401 of
the Code of Criminal Procedure, 1973 (Cr.P.C.), assailing the legal
propriety, correctness, and validity of the order dated July 13, 2021,
passed by the learned Judge, 2nd Special Court, Calcutta, in Complaint
Case No. 16 of 2020. By the said order, the learned trial court was
pleased to allow the application filed under Section 245(2) of the Cr.P.C.
and discharged the private opposite parties namely Ranjan Meghani
(Accused No. 10) and Bhal Chandra Khaitan (Accused No. 12), from a
criminal prosecution principally launched under Sections 58A, 58AA,
60, 67, 69, 73, 75, 81, and 628 of the Companies Act, 1956 (hereinafter
the 1956 Act), as well as Section 448 read with Sections 61(1)(a) and
117(1) of the Companies Act, 2013 (hereinafter the 2013 Act).
II. STRUCTURAL CHANGE IN THE ARRAY OF PARTIES &
ABATEMENT
3. Before entering into the substantive legal and factual matrix of this
revision, a vital structural development regarding the array of parties
must be recorded with exactitude. During the pendency of this
CRR 4267 OF 2022 3
revisional application, Opposite Party No. 12, Bhal Chandra Khaitan,
an independent practicing Chartered Accountant who was impleaded as
Accused No. 12 in the primary complaint, passed away on January 23,
2025, at the Rabindranath Institute of Cardiac Science, Kolkata.
4. A formal substitution application supported by an affidavit has been
solemnly affirmed by his surviving spouse, Smt. Sushila Devi Khaitan,
enclosing the official death certificate issued by the Registrar of Births
and Deaths, Kolkata Municipal Corporation. By operation of the
mandatory statutory provisions enshrined in Section 394 of the Cr.P.C.,
criminal appellate and revisional proceedings seeking to overturn an
order of discharge or acquittal abate unconditionally upon the demise of
the accused, as the right to prosecute does not survive against the legal
heirs for personal penal liability. Accordingly, this criminal revision
stands abated in its entirety insofar as it relates to the deceased
Opposite Party No. 12 (Bhal Chandra Khaitan). The present
adjudication therefore survives and proceeds exclusively against the
surviving private Opposite Party No. 1 (Accused No. 10), Shri Ranjan
Meghani, who is a practicing Chartered Accountant.
5. It is further recorded that pursuant to a supplementary affidavit
affirmed on behalf of the ROC by the Deputy Registrar of Companies, a
certified copy of the primary criminal complaint has been placed on
record. This cured the initial procedural defect concerning the absence
of the primary complaint, enabling this Court to examine the matter
comprehensively on its merits.
CRR 4267 OF 2022 4
III. FACTUAL BACKGROUND & THE CORE INVESTIGATION
MATRIX
6. To appreciate the precise contours of the controversy, the foundational
facts culled from the records and the complaint lodged by the ROC
must be set out in detail. The primary company, M/s Adorable Agrotech
Limited (arrayed as Accused No. 1), was incorporated on July 28, 2010,
with a modest initial authorized share capital of ₹5,00,000/-. However,
between 2010 and 2014, this authorized capital was artificially inflated
through five consecutive increases to an astronomical ₹70,35,00,000/-.
Acting upon intelligence regarding widespread financial irregularities,
the Central Government in the Ministry of Corporate Affairs ordered an
investigation under Section 210(1) of the 2013 Act, conducted by a joint
inspection team comprising Shri K.S. Pradhan, Joint Director, Ministry
of Corporate Affairs, Government of India and Shri Vikram Singh,
Deputy Registrar of Companies, West Bengal.
7. The statutory investigation unmasked a massive financial arrangement
whereby this exponential capital expansion was engineered almost
exclusively by creating and issuing Non-Convertible Redeemable
Preference Shares, while the core equity share capital of the company
remained entirely static. The inspection team concluded that these
capital expansions were executed through ordinary resolutions under
the guise of special business, completely bypassing the strict, protective
shareholder protocols mandated under Section 81(1A) of the 1956 Act.
8. Furthermore, the company allotted these redeemable preference shares
to thousands of investors on single, isolated days e.g., to 1,431
CRR 4267 OF 2022 5
individuals on September 15, 2011, and to 9,120 individuals on July 1,
2013. Under Section 67(3) of the 1956 Act, any invitation or offer of
securities made to fifty or more persons automatically transforms the
transaction into a public offer, which statutorily mandates the
registration of a full prospectus with the ROC under Section 60 and
compulsory listing of shares on a recognized stock exchange under
Section 73 thereof. Having failed to fulfill these mandatory
requirements, the ROC treated these massive public collections as
illegal, unadvertised “deposits” under the Companies (Acceptance of
Deposits) Rules, 1975, thereby attracting severe penal consequences
under Sections 58A and 58AA of the 1956 Act.
9. To project an aura of regulatory compliance before public authorities,
the company uploaded several electronic returns onto the MCA portal
(specifically Form 5 and Form 2: Return of Allotment) in October and
December of 2011. The sole and exclusive nexus linking the surviving
independent professional, CA Ranjan Meghani, to this massive
corporate web is his professional verification and certification of these
electronic forms. He was neither a promoter, executive director, nor
internal manager or key managerial personnel of the company. His
professional engagement was strictly limited to certifying the statutory
e-Forms. The inspection report incorporated within the complaint
notes:
“…five Form-2 is defective on account of name of the
shareholders not given in the list of allottees, mismatch of date of
allotment in the attachment, shareholders name repeated
twice/thrice on same date of allotment… All these forms are
CRR 4267 OF 2022 6signed by Shri Biswajit Biswas, director of the company who has
filed the forms with the ROC without verification knowing that
the same are false with mala fide intention… and all above forms
are certified by… Mr. Ranjan Meghani, CA for certifying Form for
the allotment dated 15.10.2011 and 15.12.2011, thereby have
committed an offence under Section 628 read with Section 75 of
the Companies Act, 1956.”
10. Acting upon the findings of this inspection report, the Registrar of
Companies instituted Complaint Case No. 16 of 2020 on March 17,
2020, before the learned Judge, 2nd Special Court, Calcutta, seeking
the prosecution of the company and various individuals, including the
opposite party, under Section 628 read with Section 75 of the 1956 Act.
11. Upon taking cognizance of the complaint, the opposite party entered
appearance and filed an application for discharge under Section 245(2)
of the Cr.P.C. The learned trial court, by its judgment and order dated
July 13, 2021, allowed the application and discharged the opposite
parties. The trial court reasoned that a practicing Chartered Accountant
certifying e-Forms does not fall within the statutory definition of an
“officer” under Section 2(30) of the 1956 Act (or Section 2(59) of the
2013 Act), and consequently, the ROC lacked the requisite locus standi
to institute and prosecute criminal proceedings directly against them
under the Act. Assailing this order of discharge, the ROC has
approached this Court by way of the instant revisional application.
IV. ISSUES FOR DETERMINATION
12. To ensure a comprehensive and exhaustive adjudication that resolves
every facet of this dispute, the following core issues are formulated for
determination:
CRR 4267 OF 2022 7
i. Whether a practicing Chartered Accountant who verifies and
certifies statutory e-Forms in a professional capacity fall
within the statutory definition of an “officer” or “officer-in-
default” of a company under the Companies Act, 1956 and the
Companies Act, 2013, so as to render him amenable to
criminal prosecution instituted directly by the Registrar of
Companies under Section 439(2) of the 2013 Act (Section 621
of the 1956 Act)?
ii. Whether an independent professional certifying statutory e-
Forms and returns can be prosecuted under Section 628 read
with Section 75 of the Companies Act, 1956 in the absence of
specific pleadings, foundational material particulars, or
evidence demonstrating mens rea, active connivance, or
personal knowledge of falsification on their part?
iii. Whether the criminal complaint filed by the Registrar of
Companies on March 17, 2020, in respect of e-Forms and
share allotments filed between the years 2011 and 2014, is ex
facie and incurably barred by the law of limitation under
Chapter XXXVI of the Code of Criminal Procedure, 1973?
V. SUBMISSIONS OF THE RESPECTIVE PARTIES
A. Submissions on behalf of the Petitioner (ROC):
13. Mr. Prodyat Saha, learned counsel appearing on behalf of the
Petitioner/Registrar of Companies, vehemently contended that the
impugned order of discharge passed by the learned trial court is legally
CRR 4267 OF 2022 8
perverse, superficial, and unsustainable in the eyes of law. The trial
court committed a manifest error of law by viewing the complaint
through the narrow and restricted prism of an “Officer” or “Officer who
is indefault” under Sections 2(30) and 2(31) of the 1956 Act.
14. It was argued that Section 628 of the 1956 Act is couched in expansive
terms and penalizes “any person” who makes a false statement or
conceals a material fact in any return, report, or certificate required
under the Act. The opposite party, by affixing his professional signature
and certification, lent official credibility and legal sanctity to electronic
forms that concealed the true nature of illegal public deposits and
irregular allotments.
15. On the question of limitation, learned counsel argued that limitation is
a mixed question of fact and law that ought not to be utilized to short-
circuit a serious corporate fraud prosecution at the threshold under
Section 245(2) of the Cr.P.C., especially when the complex web of
concealment came to light only upon the completion of the statutory
investigation under Section 210 of the Act of 2013.
B. Submissions on behalf of the Surviving Opposite Party (CA
Ranjan Meghani):
16. Mr. Aritra Basu, learned counsel appearing for the surviving opposite
party (Ranjan Meghani, Chartered Accountant), strongly supported the
legality and reasoning of the trial court’s discharge order. He submitted
that the opposite party is an independent, practicing professional
bound by professional standards, and is neither an “officer” nor an
CRR 4267 OF 2022 9
“officer-in-default” of the company under Sections 2(30) and 2(31) of the
1956 Act [Sections 2(59) and 2(60) of the 2013 Act]. In fact, Section
2(60)(v) of the 2013 Act explicitly insulates persons who give advice in a
professional capacity from being deemed officers in default.
Consequently, under Section 439(2) of the 2013 Act, the ROC lacks the
statutory locus standi to launch a direct prosecution against him.
17. It was further urged that the complaint itself completely exonerates the
opposite party of any independent wrongdoing, squarely attributing all
mala fide intent, fabrication, and physical filing to the executive
director, Shri Biswajit Biswas. There is not a single averment in the
complaint pleading the essential ingredients of mens rea, active
connivance, conspiracy, or personal knowledge of falsification against
the certifying Chartered Accountant.
18. Crucially, learned counsel underscored that the criminal prosecution is
hopelessly and incurably barred by limitation under Chapter XXXVI of
the Cr.P.C. The maximum punishment under Section 628 read with
Section 75 of the 1956 Act is imprisonment for a term of two years,
which squarely attracts the strict three-year period of limitation
prescribed under Section 468(2)(c) of the Cr.P.C. Since the forms were
filed between 2011 and 2014, while the complaint was instituted on
March 17, 2020, nearly nine years later, without any application for
condonation of delay under Section 473, the entire proceeding is a
nullity in law, relying heavily on the binding dicta of the Hon’ble
Supreme Court in State of Punjab v. Sarwan Singh [(1981) 3 SCC 34],
Arun Vyas and Another v. Anita Vyas [(1999) 4 SCC 690], and the
CRR 4267 OF 2022 10
recent authoritative pronouncement in Roma Ahuja v. State and
Another[2026 SCC OnLine SC 557].
VI. COURT’S EXHAUSTIVE REASONING AND ANALYSIS
19. Having given my anxious consideration to the rival submissions
advanced by the learned counsels for the parties, and having
meticulously examined the statutory provisions, the complaint, and the
case records, this Court proceeds to analyze the legal issues
systematically to arrive at a logical and definitive conclusion.
A. Issue No. 1: Statutory Status and Locus Standi
20. The primary threshold ground on which the trial court based its order
of discharge is the statutory definition of an “officer” of a company. A
plain reading of Section 2(30) of the Companies Act, 1956, and its
successor provision, Section 2(59) of the Companies Act, 2013, reveals
that an “officer” includes any director, manager, secretary, or key
managerial personnel, along with any person in accordance with whose
directions or instructions the Board of directors is accustomed to act.
The legislative scheme demonstrates that the status of an “officer” is
intrinsically linked to executive governance, managerial control, and the
internal administration of the corporate entity.
21. This legislative design is further reinforced by Section 2(60) of the 2013
Act, which defines an “officer who is in default”. Clause (v) of Section
2(60) expressly carves out a statutory protection, declaring that a
person who gives advice to the Board in a professional capacity shall
not be deemed to be an officer in default. When this specific exclusion is
CRR 4267 OF 2022 11
read alongside provisions ensuring auditor independence, such as
Section 226 of the 1956 Act, which strictly disqualifies company officers
and employees from acting as independent auditors, the fundamental
dichotomy between internal executive management and external
professional advisors becomes crystal clear.
22. An independent Chartered Accountant engaged to verify and certify
statutory e-Forms or returns acts strictly in a professional capacity as
an external expert. Their duties are governed by professional standards,
statutory audit guidelines, and the rigorous ethical code of the Institute
of Chartered Accountants of India (ICAI), rather than by internal
corporate commands. Expanding the definition of an “officer” to
encompass an independent professional certifier would distort the
statutory architecture of company law.
23. Consequently, under Section 439(2) of the 2013 Act (and Section 621 of
the 1956 Act), which restricts the ROC’s competence to file complaints
primarily against the company and its responsible managerial officers,
the ROC lacks the direct statutory locus standi to prosecute an
independent professional under provisions designed specifically for
internal corporate default, unless active criminal complicity is prima
facie established.
B. Issue No. 2: Essential Ingredients and Absence of Mens Rea
24. This leads me to the second and equally vital issue concerning the
substantive scope of Section 628 of the 1956 Act. Section 628 penalizes
“any person” who makes a statement in any return, report, certificate,
CRR 4267 OF 2022 12
balance sheet, or other document required under the Act which is false
in any material particular, knowing it to be false, or who intentionally
conceals any material fact. The essence of an offence under this section
is not merely the submission of an inaccurate or defective document,
but the conscious, deliberate, and intentional introduction of falsehood
coupled with the requisite mens rea (guilty mind). Criminal penal
liability of this severity can never be fastened vicariously, on the basis
of loose suspicion, or through abstract association.
25. A rigorous scrutiny of the criminal complaint lodged by the ROC reveals
a fatal lacuna in the foundational pleadings. The complaint explicitly
and categorically attributes the mala fide intention, the physical
execution, and the deliberate concealment of investor identities to the
company director, Shri Biswajit Biswas. However, concerning the
opposite party, a practicing Chartered Accountant, the complaint
merely contains a generic assertion that he certified the forms. There is
a complete and absolute absence of any foundational averment, specific
allegation, or material particular demonstrating that the opposite party
had personal knowledge of the underlying financial fraud or that he
actively connived with the management to fabricate records.
26. Under Rule 10 of the Companies (Registration Offices and Fees) Rules,
2014, the primary statutory obligation to file correct particulars, rectify
defects, and ensure compliance rests squarely upon the applicant
company and its directors. An independent professional who relies
upon books, records, and data furnished by the management cannot be
hauled up under Section 628 without specific, concrete allegations and
CRR 4267 OF 2022 13
material evidence showing direct complicity or conscious knowledge of
falsification. The complaint before the trial court miserably failed to
disclose any such legal nexus qua the opposite party.
C. Issue No. 3: The Incurable Bar of Limitation
27. Even if the contentions of the petitioner regarding professional
certification are examined, the criminal prosecution is fundamentally
crippled by the absolute and insurmountable bar of limitation under
Chapter XXXVI of the Code of Criminal Procedure, 1973.
28. The penal provisions invoked against the opposite party, Section 628
read with Section 75 of the 1956 Act, carry a maximum substantive
punishment of imprisonment for a term of up to two years. Under
Section 468(2)(c) of the Cr.P.C., the strict period of limitation prescribed
for taking cognizance of an offence punishable with imprisonment
exceeding one year but not exceeding three years is three years.
29. The schedule of allotments and e-Forms detailed in the complaint itself
establish that the documents in question were uploaded and filed by
the company between March 2011 and March 2014. The cause of
action, if any, accrued concurrently during those years. Yet, the
Registrar of Companies instituted the criminal complaint before the
learned Special Court on March 17, 2020, reflecting an inordinate,
unexplained, and colossal delay of nearly nine years, which is three
times the outer limit prescribed by Parliament under Section 468.
30. The law governing the computation of limitation under Chapter XXXVI
of the Cr.P.C. has been authoritatively settled by the Constitution
CRR 4267 OF 2022 14
Bench in Sarah Mathew v. Institute of Cardio Vascular Diseasesby its
Director, Dr. K.M. Cherian [(2014) 2 SCC 62], wherein it was established
that for the purpose of computing limitation under Section 468, the
relevant and decisive date is the date of filing of the complaint or the
initiation of criminal proceedings. This principle has been robustly
reaffirmed by the Apex Court in Roma Ahuja (supra), emphasizing that
criminal law does not countenance stale prosecutions, and the
statutory limitation clock stops running strictly on the date of the
initiation of proceedings or on the date of filing the complaint.
31. The statutory scheme under Sections 468 to 473 of the Cr.P.C. is
designed to protect citizens from being subjected to unending clouds of
criminal liability arising from delayed state action. Although Section
473 of the Cr.P.C. empowers a court to take cognizance after the expiry
of the limitation period if the delay has been properly explained and
condonation of such delay is necessary in the interest of justice, a
thorough perusal of the complaint and records reveals an absolute
absence of any application for condonation of delay, nor is there any
plausible explanation offered by the state regulator for the monumental
lapse of nearly a decade between 2014 and 2020 in filing of the
complaint.
32. Initiating criminal proceedings after the expiry of the statutory period
without invoking Section 473 and without showing sufficient cause
renders the entire prosecution legally untenable, dead in law, and
barred by limitation. The learned trial court committed no error in
cutting short a time-barred and groundless proceeding.
CRR 4267 OF 2022 15
VII. CONCLUSION & FINAL ORDER
33. In light of the exhaustive legal and factual analysis set out above, this
Court summarizes its final conclusions:
i. The proposition that an independent professional certifying a
statutory return or e-Form can never be prosecuted under
Section 628 of the Companies Act, 1956, merely because
they do not fall within the narrow definition of an executive
“officer” is legally incorrect and requires qualification; active
complicity with mens rea can attract the section.
ii. However, the ultimate order passed by the learned Special
Court discharging the Opposite Parties from Complaint Case
No. 16 of 2020 is upheld and affirmed strictly on the ground
that the criminal complaint suffers from a total absence of
specific pleadings and foundational ingredients of mens rea
against the certifying professional(Opposite Party no. 1), and
is further incurably and hopelessly barred by limitation
under Section 468(2)(c) of the Cr.P.C., with no application or
ground made out under Section 473 to condone the massive
delay.
iii. Resultantly, C.R.R. No. 4267 of 2022 stands formally
abated against the deceased Opposite Party No. 12 (Bhal
Chandra Khaitan), and is dismissed as against the surviving
Opposite Party No. 1 (Ranjan Meghani).
CRR 4267 OF 2022 16
34. It is explicitly clarified that this adjudication pertains exclusively to the
specific role, status, and criminal liability of the external, independent
professional certifier. Nothing contained in this judgment shall be
construed as a bar or impediment precluding the Petitioner / Registrar
of Companies, West Bengal, from proceeding in accordance with law
against the principal company, its executive directors, promoters, and
internal management functionaries, whose liability remains
independent.
35. The criminal revisional application is accordingly disposed of.
36. There shall be no order as to costs.
37. All connected pending applications, if any, stand disposed of.
38. Interim orders, if any, stand vacated.
39. Let a certified copy of this judgment, along with the Trial Court Records
(TCR), if any, be transmitted to the learned trial court immediately for
information and necessary compliance.
40. Case diary, if any, be returned forthwith.
41. Urgent photostat certified copy of this judgment, if applied for, be
supplied to the parties upon compliance with all requisite formalities.
(Uday Kumar, J.)
