1980 (10) TMI 172 - HC - Companies Law

Summary

Issues:
1. Whether leave is required to continue criminal cases against the former directors and officers of a company in liquidation under section 446(1) of the Companies Act, 1956.

Analysis:
The judgment deals with the issue of whether leave is necessary to continue criminal cases against the former directors and officers of a company in liquidation under section 446(1) of the Companies Act, 1956. The applicant, a Provident Fund Inspector, sought direction to grant leave to continue 22 criminal cases against the former directors and officers of a company in liquidation. Section 446(1) of the Companies Act, 1956, states that no legal proceeding shall be commenced or proceeded with against the company without leave of the court after a winding-up order has been made. However, the court held that in this case, leave was not necessary as the prosecutions were against the former directors and officers, not the company itself, which had already been ordered to be wound up by the court.

The judgment refers to the interpretation of the expression "other legal proceeding" in section 446 of the Companies Act, 1956, as discussed in the case of S. V. Kondaskar, Official Liquidator & Liquidator of the Colaba Land & Mills Co. Ltd. v. V. M. Deshpande. The Supreme Court in that case clarified that the proceedings covered by this provision must be those that can appropriately be dealt with by the winding-up court. The court emphasized that criminal proceedings under the Employees' Provident Funds Act, 1952, against former directors and officers are not within the scope of section 446, as they are not proceedings that can be appropriately dealt with by the company court.

Furthermore, the judgment cites precedents from the Calcutta and Andhra Pradesh High Courts under section 171 of the Companies Act, 1913, which is similar to section 446(1) of the Companies Act, 1956. These courts held that there is no requirement for court permission to proceed with criminal prosecutions against directors and officers of a company. The judgment also refers to the Supreme Court decision in Jaswantrai Manilal Akhaney v. State of Bombay, which established that no leave is necessary under section 446(1) to continue prosecutions against former directors and officers of a company, emphasizing that the section does not restrict the general law regarding criminal prosecutions.

In conclusion, the court held that leave was not required under section 446(1) of the Companies Act, 1956, to continue the criminal prosecutions against the former directors and officers of the company in liquidation. The summons was disposed of accordingly.