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of <h1>Criminal cases against companies post-winding up don't need court permission</h1> The court held that criminal proceedings under section 138 of the Negotiable Instruments Act against a company post-winding up do not require permission ... Winding up – Suits stayed on winding-up order Issues:Interpretation of section 446 of the Companies Act, 1956 regarding the necessity of obtaining permission from the company court to continue criminal proceedings under section 138 of the Negotiable Instruments Act, 1881 against a company that has been wound up.Analysis:The petitioner-company initiated criminal complaints against the respondent-company for dishonoring cheques issued under a hire purchase agreement. The criminal cases were stayed by the Magistrate as permission from the company court under section 446 of the Companies Act, 1956 was not obtained. The key question was whether leave of the court is necessary to prosecute legal proceedings under section 138 of the Negotiable Instruments Act, 1881. Section 446(1) of the Companies Act, 1956 prohibits legal proceedings against a company without the court's leave after a winding-up order. The court analyzed the scope of 'other legal proceedings' under this section, emphasizing that criminal proceedings like those under section 138 do not fall within its ambit. The purpose of section 446 is to protect a company's assets post-winding up, not to hinder criminal prosecutions unrelated to the Companies Act.The court's interpretation focused on distinguishing civil proceedings from criminal prosecutions under various Acts. It highlighted that a broad interpretation of 'other legal proceedings' would undermine beneficial legislations safeguarding public interests. Referring to a judgment by the Kerala High Court, the court held that criminal cases under section 138 are personal acts and do not involve recovery from the company's assets. The court also referenced a case under the Vexatious Actions Act, clarifying that 'legal proceedings' exclude criminal cases. The judgment emphasized that section 446 does not apply to criminal proceedings like those under the Negotiable Instruments Act.Additionally, the court differentiated between prosecutions against companies and directors, stating that section 446 is applicable only to companies. It concluded that no leave from the company court is required to continue criminal proceedings under section 138 against a company post-winding up. The judgment highlighted that the provisions of the Negotiable Instruments Act prevail over the Companies Act in such cases, affirming that no permission is needed to prosecute criminal cases against companies in similar situations.In summary, the court clarified that criminal proceedings under section 138 of the Negotiable Instruments Act against a company post-winding up do not necessitate obtaining leave from the company court under section 446 of the Companies Act, 1956. The judgment provided a detailed analysis of the legal provisions, precedent cases, and the legislative intent behind section 446, ensuring that the prosecution of such criminal cases is not impeded by unnecessary procedural requirements.
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