Section 446 company winding-up stay provisions do not cover criminal prosecution or transfer of criminal cases.

Section 446(1) of the Companies Act, 1956 is confined to proceedings of a civil nature connected with winding up and does not include criminal prosecution. The provision must be read in context with the Act's separate reference to prosecutions and with the Code of Criminal Procedure, 1973, under which transfer of a criminal case from one State to another lies with the Supreme Court under section 406. The Company Court therefore has no jurisdiction to transfer or stay a criminal complaint on that basis.

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Issues: Whether the expression "other legal proceedings" in section 446(1) of the Companies Act, 1956 includes criminal prosecution; and whether the Company Court has jurisdiction to transfer a criminal case from one State to another.

Analysis: Section 446 is designed to protect the company's assets and to centralise civil claims and proceedings connected with winding up. The scheme of the Act shows that the Legislature used different expressions for different situations, while section 457 separately refers to suits, prosecutions, and other legal proceedings, indicating that criminal prosecution was not intended to be absorbed into section 446(1). The provision must be read in its context, and the words "suit or other legal proceedings" may be understood ejusdem generis, covering proceedings of a civil nature capable of being dealt with by the winding-up court. The Code of Criminal Procedure, 1973 separately governs criminal process, and transfer of a criminal case from one State to another is conferred on the Supreme Court under section 406 of that Code, not on the Company Court.

Conclusion: Criminal prosecution does not fall within "other legal proceedings" in section 446(1) of the Companies Act, 1956, and the Company Court not have jurisdiction to transfer a criminal case from one State to another.

Final Conclusion: The reference was answered against the applicant, and the request for transfer and stay of the criminal complaint could not be granted by the Company Court.

Ratio Decidendi: The stay and transfer mechanism in section 446(1) of the Companies Act, 1956 is confined to proceedings of the kind that the winding-up court can appropriately control, and it does not extend to criminal prosecution.

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