The Companies Act, 1956
621. Offences against Act to be cognizable only on complaint by Registrar, shareholder or Government.
(1) No court shall take cognizance of any offence against this Act 4[* * *], which is alleged to have been committed by any company or any officer thereof, except on the complaint in writing of the Registrar, or of a shareholder of the company, or of a person authorised by the Central Government in that behalf:
Provided that nothing in this sub-section shall apply to a prosecution by a company of any of its officers:
1[Provided further that the court may take cognizance of offence relating to issue and transfer of securities and non-payment of dividend on a complaint in writing by a person authorised by the Securities Exchange Board of India.]
2[(1A) Notwithstanding anything contained in the Code of Criminal Procedure, 1898,3 where the complainant under sub-section (1) is the Registrar or a person authorised by the Central Government, the personal attendance of the complainant before the Court trying the offence shall not be necessary unless the Court for reasons to be recorded in writing requires his personal attendance at the trial.]
(2) Sub-section (1) shall not apply to any action taken by the liquidator of a company in respect of any offence alleged to have been committed in respect of any of the matters included in Part VII (sections 425 to 560) or in any other provisions of this Act relating to the winding up of the companies.
(3) A liquidator of a company shall not be deemed to be an officer of the company, within the meaning of sub-section (1).
1 The second proviso inserted by the Companies (Amendment) Act, 2000, w.e.f. 14th. December, 2000.
2 Inserted by Act No. 65 of 1960.
3 See now the Code of Criminal Procedure, 1973 (Act No. 2 of 1974.
4. Omitted for “(other than an offence with respect to which proceedings are instituted under section 545)”, the words by the Companies (Second Amendment) Act, 2002, w.e.f. 13th January, 2003.