Section 446 company-court leave does not extend to criminal complaints against a company or its directors.

Section 446 of the Companies Act, 1956 is confined to civil proceedings: the expressions "suit or other legal proceedings" in sub-section (1) and "suit or proceedings" in sub-section (2) are construed in context, applying ejusdem generis and the Act's scheme, to protect winding-up assets and prevent multiplicity of civil claims. Because Parliament used express language where criminal proceedings were meant to be covered, criminal complaints are outside the scope of section 446. No leave of the company court is required for a criminal complaint against the company or its directors.

---

---

Issues: Whether the expression "suit or other legal proceedings" in section 446(1) and "suit or proceedings" in section 446(2) of the Companies Act, 1956 includes criminal proceedings against the company or its directors.

Analysis: The object of section 446 is to protect the assets of a company in winding up and to avoid wasteful expenditure and multiplicity of civil litigation. Reading the provision with other parts of the Act shows that where Parliament intended to include criminal proceedings, it used express language, as in section 457(1)(a) and section 454(5A). By contrast, sections 442 and 446 use only the expressions "suit" and "other legal proceedings", which, when construed in context and by applying the ejusdem generis principle, are confined to proceedings of a civil nature. The reasoning in decisions concerning income-tax proceedings and other penal statutes supports the conclusion that criminal complaints under other enactments are not matters that the company court can appropriately deal with under section 446.

Conclusion: The expression "suit or other legal proceedings" in section 446(1) and "suit or proceedings" in section 446(2) does not include criminal proceedings, so no leave of the company court was required for the criminal complaint.

---