Offences to be non-cognizable

(1)

Notwithstanding anything in the Code of Criminal Procedure, 1973, every offence under this Act except the offences referred to in sub-section ( 6 ) of section 212 shall be deemed to be non-cognizable within the meaning of the said Code.

(2)

No court shall take cognizance of any offence under this Act which is alleged to have been committed by any company or any officer thereof, except on the complaint in writing of the Registrar, a shareholder, or a member of the company, or of a person authorised by the Central Government in that behalf:

Proviso

Provided that the court may take cognizance of offences relating to issue and transfer of securities and non-payment of dividend, on a complaint in writing, by a person authorised by the Securities and Exchange Board of India:

Proviso

Provided further that nothing in this sub-section shall apply to a prosecution by a company of any of its officers.

(3)

Notwithstanding anything contained in the Code of Criminal Procedure, 1973, where the complainant under sub-section ( 2 ) is the Registrar or a person authorised by the Central Government, the presence of such officer before the Court trying the offences shall not be necessary unless the court requires his personal attendance at the trial.

(4)

The provisions of sub-section ( 2 ) 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 in Chapter XX or in any other provision of this Act relating to winding up of companies.

Explanation

—The liquidator of a company shall not be deemed to be an officer of the company within the meaning of sub-section ( 2 ).

Notes, amendments & references (6)

or a member of the company, or of Omitted for Government Companies vide exemption notification for Government Companies S.O 463(E) dated 5 June 2015.

(The exceptions, modifications and adaptations provided above shall be applicable only to those Government Companies which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar, vide notification dated 13th June, 2017)

To view the notification, Click Here

The word “or a member” is inserted vide the Companies (Amendment) Act, 2017 dated 03.01.2018, Effective 7th May,2018.

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To view the notification of Companies Amendment Act,2017 Click Here