Magistrate jurisdiction under the Companies Act remains available for offences, while section 10E governs only company matters.

Section 2(11) of the Companies Act, 1956 distinguishes company matters from offences against the Act, and section 10E does not exclude Magistrate jurisdiction for such offences. The Board mechanism applies to company-law matters, but complaints for offences under the Act remain triable by a Magistrate of the First Class or a Presidency Magistrate having jurisdiction. On that construction, a complaint under section 113(2) was maintainable before the criminal court, and the challenge to cognizance failed.

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Issues: Whether a Magistrate had jurisdiction to entertain a complaint for an offence under section 113(2) of the Companies Act, 1956 in the light of section 2(11) and section 10E of the Act.

Analysis: The definition of "the court" in section 2(11) distinguishes between matters relating to a company other than offences against the Act and offences against the Act itself. Section 10E governs the Board mechanism for company-law matters, but it does not oust the jurisdiction of a Magistrate in respect of offences under the Act. The statutory scheme shows that company matters are to be dealt with by the forum constituted under section 10E, whereas offences against the Act remain triable by the court of a Magistrate of the First Class or a Presidency Magistrate having jurisdiction.

Conclusion: The criminal court had jurisdiction to entertain the complaint, and the challenge to cognizance failed.

Final Conclusion: The application for quashing was rejected because the impugned criminal proceeding was maintainable before the Magistrate.

Ratio Decidendi: Where the Companies Act expressly preserves Magistrate jurisdiction for offences against the Act, the Board mechanism under section 10E applies only to company matters and does not exclude criminal court jurisdiction for such offences.

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