Calcutta High Court Says ROC Complaint Against Independent Professional Must Plead Mens Rea and Stay Within Limitation | 1 August 2026
The Calcutta High Court upheld the discharge of a chartered accountant in an ROC prosecution, holding that vague pleadings and a time-barred complaint cannot sustain criminal liability under Section 628 of the Companies Act, 1956.
In Registrar of Companies, West Bengal v. Ranjan Meghani (CRR 4267 of 2022), decided on August 1, 2026, the Calcutta High Court upheld the discharge of an independent professional who had certified statutory company filings. Justice Uday Kumar held that Section 628 of the Companies Act, 1956 is not confined only to executive officers and can extend to any person, including an external certifying professional, if there is active complicity backed by mens rea.
At the same time, the Court made it clear that criminal prosecution cannot be built on vague, sweeping allegations. The complaint filed by the Registrar of Companies did not contain specific foundational pleadings showing that the certifying professional had personal knowledge of falsity, intentional concealment, or active connivance in the alleged corporate misconduct.
Why the prosecution failed
The Court held that the issue was not whether an outside professional can ever be prosecuted. It can happen in a proper case. The problem here was that the complaint against the chartered accountant lacked specific averments of mens rea and failed to set out the factual basis needed to sustain criminal liability.
The limitation defect was equally fatal. The forms in question were filed between 2011 and 2014, while the complaint was instituted on March 17, 2020. Since the alleged offence carried a maximum punishment of two years, the Court held that the three-year limitation under Section 468(2)(c) of the Cr.P.C. applied. No application under Section 473 Cr.P.C. was made to explain or condone the delay.
Key takeaway
This judgment draws an important balance. Independent professionals do not enjoy automatic immunity merely because they are external certifiers. But if the prosecution wants to proceed against a chartered accountant, auditor, or other outside professional, it must plead and support clear facts showing culpable knowledge or active participation. Delay and generalized accusations will not do.
Why it matters for companies and professionals
For companies, the ruling is a reminder that liability may still survive against promoters, directors, and internal management even if the professional certifier is discharged. For independent professionals, it reinforces the value of maintaining clear engagement records, documentary diligence, and defensible certification processes.
The Court also clarified that the judgment does not prevent the Registrar of Companies from proceeding in accordance with law against the principal company and its management.
Case: Registrar of Companies, West Bengal v. Ranjan Meghani, CRR 4267 of 2022, Calcutta High Court, decided on August 1, 2026.
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