Company Court criminal jurisdiction is excluded for Companies Act offences absent express statutory power; prosecution must follow CrPC.

Offences under the Companies Act, 1956 are governed by the Code of Criminal Procedure, 1973 unless the Act itself creates a special procedure. The expression "proceeding" in section 446(2) was read as not including criminal prosecution, so the Company Court could not assume criminal jurisdiction over an offence under section 629 or direct a criminal inquiry under section 340 CrPC. Sections 621, 622 and 624 were noted as reinforcing that cognizance, forum and non-cognizable status are controlled by the statutory criminal process, while section 454(5A) shows that Parliament confers Company Court criminal powers expressly when intended.

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Issues: Whether the Company Court can take cognizance of and try offences under the Companies Act, 1956, including an offence under section 629, by relying on section 446 of the Act; and whether, in the absence of special procedural provision, an enquiry under section 340 of the Code of Criminal Procedure, 1973 could be directed in the Company Court.

Analysis: The statutory scheme was read as requiring offences under the Companies Act to be governed by the Code of Criminal Procedure, 1973, unless the Companies Act itself provided a special procedure. Section 621 restricts cognizance to complaints by the specified authorities, section 622 bars trial by courts inferior to a Presidency Magistrate or a Magistrate of the first class, and section 624 declares offences under the Act to be non-cognizable. Section 454(5A) was treated as an express instance where the Act itself confers cognizance and trial power on the winding-up court, showing that where Parliament intended Company Court jurisdiction it said so expressly. The expression "proceeding" in section 446(2) was held not to extend to criminal proceedings, since criminal prosecution is governed by the Code and not by the Company Court jurisdiction over suits or analogous proceedings.

Conclusion: The Company Court has no jurisdiction to take cognizance of an offence punishable under section 629 of the Companies Act, 1956, and the requested criminal inquiry and complaint direction could not be granted in that proceeding.

Final Conclusion: The application failed because the alleged Companies Act offence had to be dealt with through the ordinary criminal process and not before the Company Court.

Ratio Decidendi: In the absence of an express statutory provision conferring criminal jurisdiction, the expression "proceeding" in section 446(2) of the Companies Act, 1956 does not include criminal prosecution, and offences under the Act must be dealt with under the Code of Criminal Procedure, 1973 subject to any special procedure expressly provided by the Act.

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