Summary
| Court | Supreme Court of India |
|---|---|
| Case Number | Crl.A. No.-000147-000147 – 2026 |
| Diary Number | 37216/2024 |
| Judge Name | HON’BLE MR. JUSTICE J.K. MAHESHWARI |
| Bench | HON’BLE MR. JUSTICE J.K. MAHESHWARI, HON’BLE MR. JUSTICE ATUL S. CHANDURKAR |
| Precedent Value | Binding |
| Overrules / Affirms | Overrules Special Court’s cognizance under Sections 448 & 451; affirms requirement of second proviso to Section 212(6) |
| Type of Law | Criminal Procedure / Companies Act |
| Questions of Law |
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| Ratio Decidendi | The Court held that Section 448 expressly makes false‐statement offences “liable under Section 447,” so they are “offences covered under Section 447” for purposes of Section 212(6)’s second proviso, which bars private‐complaint cognizance. A Special Court taking cognizance of Section 448 must invoke Section 447 and comply with the bar. Section 451 (repeated default) likewise falls. Quashing those counts does not affect IPC counts, which must be tried by the appropriate territorial court. |
| Judgments Relied Upon |
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| Logic / Jurisprudence / Authorities Relied Upon by Court |
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| Facts as Summarised by the Court |
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Practical Impact
| Binding On | All Special Courts under the Companies Act |
|---|---|
| Persuasive For | High Courts considering Section 212(6) and private‐complaint practice |
| Overrules | Special Court’s order taking cognizance under Sections 448 & 451 on private complaint |
| Follows | Sumana Paruchuri (Madras HC), M. Gopal (Karnataka HC), S. Satyanarayana (SC) |
What’s New / What Lawyers Should Note
- Clarifies that an offence under Section 448 is “covered under Section 447” and thus barred from private‐complaint cognizance by Section 212(6)’s second proviso.
- Quashes proceedings under Sections 448 & 451 of the Companies Act on private complaint.
- Confirms that Section 436(2) requires offences under IPC taken by Special Court be transferred to appropriate territorial court once Co. Act offences are quashed.
- Directs private‐complaint fraud allegations to Section 213 NCLT route for company affairs before criminal process.
Summary of Legal Reasoning
- Statutory Text & Scheme: Section 448 prescribes false‐statement offence “liable under Section 447,” linking them; Section 212(6) bars cognizance of any “offence covered under Section 447” except SFIO/Central Govt complaint.
- Legislative Intent: 2015 Amendment limited bail restrictions to Section 447 offences but maintained cognizance bar for all fraud offences covered by Section 447.
- Judicial Comity: Prior High Court precedents held Section 448 counts barred; impugned order failed to consider them.
- Indirect Evasion Forbidden: Cannot omit punishment section (447) at cognizance stage to evade bar.
- IPC Counts: Section 436(2) allows Special Court to try IPC counts only if Co. Act offences proceed; once those are quashed, IPC complaints transfer to territorial court.
Arguments by the Parties
Petitioner (Accused)
- Section 212(6) second proviso bars private‐complaint cognizance of offences “covered under Section 447,” including Section 448.
- Procedure under Section 206 Co. Act bypassed; Special Court lacked jurisdiction.
- Dispute civil/corporate in nature; complaint is counterblast to pending NCLT and civil suits; abuse of process.
Respondent No. 1 (State)
- No legal bar on private‐complaint cognizance under Section 448 post-2015 Amendment.
- Factual disputes to be examined at charge stage, not in quashing petition.
Respondent No. 2 (Complainant)
- Amendment to Section 212(6) removed Section 448 from bar; bar now only on Section 447.
- Accused convened unauthorized EOGM, filed false DIR-12; allegations require trial.
Factual Background
- M/s Shreemukh Namitha Homes Pvt. Ltd. incorporated 2015 by Complainant and wife; two appellants inducted as directors under MoU.
- AoA amended 2016 & 2021 to fix directors’ tenure; appellants removed at AGM 30.11.2021 via majority votes.
- NCLT petition filed challenging removal; pending.
- Complainant filed private complaint 19.05.2022 alleging EOGM 01.12.2021 fraud, forged resolutions, false MCA filings.
- Special Court took cognizance under Sections 448, 451 Co. Act and IPC sections; appellants’ Section 482 petition dismissed by High Court.
Statutory Analysis
- Section 447 Co. Act: Defines “fraud” and prescribes punishment.
- Section 448 Co. Act: False‐statement offence “liable under Section 447.”
- Section 451 Co. Act: Punishment for repeated default.
- Section 212(6) Co. Act: Bars cognizance of offences covered under Section 447 except on SFIO/Central Govt complaint; twin-condition bail rule.
- Section 206 Co. Act: ROC enquiry procedure prior to reporting for investigation.
- Section 436(2) Co. Act: Special Court may try IPC offences only when trying Co. Act offences.
Dissenting / Concurring Opinion Summary
No separate dissenting or concurring opinions were delivered.
Procedural Innovations
None identified beyond application of existing Section 212(6) and Section 436(2) mechanisms.
Alert Indicators
- ✔ Precedent Followed – Reinforces High Court rulings on Section 212(6) bar
- 🔄 Conflicting Decisions – Corrects Special Court’s approach to cognizance under Sections 448/451