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Application under section 446 of the Companies Act for granting leave to pursue proceedings under section 138 of the Negotiable Instruments Act against company liquidator and directors for dishonour of cheques. Analysis: The judgment deals with the application under section 446 of the Companies Act seeking leave to proceed with proceedings under section 138 of the Negotiable Instruments Act against the company liquidator and directors for dishonour of cheques related to lease rentals of air pollution control equipment. The court notes the absence of the applicant and acknowledges the conflict of opinions in different High Courts regarding the necessity of seeking leave for criminal proceedings under section 446. The court emphasizes that criminal proceedings against directors related to company affairs must be brought to the attention of the court overseeing the company's liquidation. It references previous judgments like Official Liquidator v. R.C. Abrol and Harish C. Raskapoor v. Jaferbhai Mohmedbhai Bhai Chhatpar, which support the transfer of criminal proceedings to the High Court where liquidation is pending. The judgment highlights the objective of section 446, which is to safeguard and realize company assets for equitable distribution among creditors, workmen, and shareholders. Even though the company court may lack jurisdiction over criminal offenses like those under section 138 of the Negotiable Instruments Act, it is crucial to inform the court about directorial misconduct leading to dishonoured cheques. The court asserts that seeking permission under section 446 does not impede prosecution efforts but is essential for effectively managing the liquidation process, especially when directors are involved in wrongful acts. Reference is made to cases like B.C. Seshadri v. B.N. Suryanarayana Rao and G. Sivarajan v. Little Flower Kuries and Enterprises Ltd., highlighting the compoundable nature of such offenses and the role of the official liquidator in representing the company during prosecution without requiring court leave. In this specific case, the court grants permission to proceed against the ex-directors due to the allegations against them, while rejecting permission against the liquidator who has not been implicated. This decision aligns with the court's interpretation of the Companies Act and the need to balance prosecution requirements with the objectives of company liquidation and asset protection.
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