Special Court cognizance for Companies Act fraud offences requires SFIO complaint, not a shareholder's private complaint.

Offences under the Companies Act, 2013 punishable under Section 447 are triable by the Special Court, but cognizance is restricted by the statutory complaint mechanism. A private complaint by a shareholder or member does not satisfy that scheme; cognizance is permissible only on a complaint by the Serious Fraud Investigation Office under the second proviso to Section 212(6). A complaint filed outside that channel is without jurisdiction, and proceedings founded on such cognizance are unsustainable.

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Issues: Whether the Special Court constituted under the Companies Act, 2013 could take cognizance of offences under Section 447 on a private complaint by a shareholder or member, and whether such cognizance and continuation of proceedings were sustainable.

Analysis: The statutory scheme of Sections 212(6), 435 and 439(1) of the Companies Act, 2013 shows that offences under Section 447 are triable by the Special Court, but cognizance is controlled by the complaint mechanism prescribed by the Act. On the reading adopted earlier by the Division Bench, the Special Court cannot take cognizance of an offence punishable under Section 447 on a private complaint by a shareholder or member, and cognizance is permissible only on a complaint by the Serious Fraud Investigation Office in terms of the second proviso to Section 212(6). A complaint filed outside that channel is without jurisdiction, and the proceedings founded on such cognizance cannot be sustained.

Conclusion: The private complaint was not maintainable for taking cognizance of the offence under Section 447, and the proceedings against the petitioners were liable to be quashed.

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