2000 (1) TMI 866 - HC - Companies Law

Summary

Issues Involved:
1. Applicability of Section 446 of the Companies Act, 1956 to criminal proceedings.
2. Whether criminal proceedings under Section 138 of the Negotiable Instruments Act can be stayed under Section 446 of the Companies Act.

Summary:

Issue 1: Applicability of Section 446 of the Companies Act, 1956 to Criminal Proceedings
The appellant, Managing Director of Belhouse Associates (P.) Ltd., sought to stay the criminal proceedings u/s 138 of the Negotiable Instruments Act, 1881, invoking Section 446 of the Companies Act, 1956. The company court dismissed the application, stating that Section 446 cannot be attracted in criminal proceedings where the assets of the company are not involved. The official liquidator contended that the proceedings cannot be stayed under Section 446, as similar applications were previously dismissed by the court.

Issue 2: Whether Criminal Proceedings under Section 138 of the Negotiable Instruments Act can be Stayed under Section 446 of the Companies Act
The appellant argued that the expression "other legal proceedings" in Section 446 is wide enough to include criminal proceedings. However, the court held that criminal proceedings must be in relation to the assets of the company to be stayed under Section 446. The court referred to various precedents, including the Supreme Court's decision in Damji Valji Shah v. Life Insurance Corpn. of India, which held that provisions of a Special Act will override those of a General Act. The court concluded that criminal proceedings under Section 138 of the Negotiable Instruments Act are not in respect of the assets of the company and thus cannot be stayed under Section 446.

The court also noted that Section 141 of the Negotiable Instruments Act, which deals with offences by companies, was introduced with full knowledge of Section 446, implying that the provisions of the Negotiable Instruments Act have an overriding effect on Section 446.

Conclusion:
The appeal was dismissed, affirming that criminal proceedings under Section 138 of the Negotiable Instruments Act cannot be stayed under Section 446 of the Companies Act, 1956. The court emphasized that Section 446 is intended to avoid multiplicity of proceedings and safeguard the assets of a company, but it does not extend to criminal proceedings unrelated to the company's assets.