Statutory complaint competence under Companies Act Section 439(2) bars unauthorised proceedings and invalidates cognizance.

An application to strike out pleadings under Order VI Rule 16 CPC was refused because the impugned averments concerned prior litigation, the parties' status, and public documents, and were not scandalous, frivolous, vexatious, or abusive. The court also held that Section 439(2) of the Companies Act, 2013 and Section 19(1) of the Prevention of Corruption Act, 1988 are not in pari materia because they operate in different fields. Cognizance under Section 439(2) is confined to complaints by statutorily specified persons, so an unauthorised complainant cannot initiate proceedings against a company or its directors. The revisional court erred by focusing on the accused's status rather than the complainant's competence, and its order was set aside.

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Issues: (i) Whether the application under Order VI Rule 16 of the Code of Civil Procedure, 1908 was liable to be allowed; (ii) whether Section 439(2) of the Companies Act, 2013 and Section 19(1) of the Prevention of Corruption Act, 1988 are in pari materia; (iii) whether any person can initiate proceedings against a company or its directors under Section 439(2) of the Companies Act, 2013; and (iv) whether the revisional court's order required interference.

Issue (i): Whether the application under Order VI Rule 16 of the Code of Civil Procedure, 1908 was liable to be allowed.

Analysis: The pleadings sought to be struck out in the rejoinder were found to relate to prior litigation between the parties, the status of the respondent, and public documents relied upon in reply to the objections. They were not found to be unnecessary, scandalous, frivolous, vexatious, or abusive of the process of the court.

Conclusion: The application was not liable to be allowed and stood dismissed.

Issue (ii): Whether Section 439(2) of the Companies Act, 2013 and Section 19(1) of the Prevention of Corruption Act, 1988 are in pari materia.

Analysis: The statutory scheme under Section 439(2) imposes a direct bar on cognizance except on complaint by specified categories of persons, whereas Section 19(1) deals with prior sanction for prosecution of a public servant. The two provisions operate in different fields and serve different purposes.

Conclusion: They are not in pari materia.

Issue (iii): Whether any person can initiate proceedings against a company or its directors under Section 439(2) of the Companies Act, 2013.

Analysis: The provision restricts cognizance to a complaint in writing by the Registrar, a shareholder, or a person authorised by the Central Government, with the additional statutory exceptions noticed by the court. The complainant was not shown to fall within the permitted categories.

Conclusion: No person other than those statutorily specified can initiate such proceedings.

Issue (iv): Whether the revisional court's order required interference.

Analysis: The revisional court focused on the status of the accused as directors instead of the statutory qualification of the complainant. Since the complaint itself was not maintainable under Section 439(2), the revisional order was based on an incorrect approach.

Conclusion: The revisional court's order was liable to be set aside and was set aside.

Final Conclusion: The complaints were restored to the legal position found by the Special Court, the revisional orders were annulled, and the writ petitions succeeded.

Ratio Decidendi: Where a statute permits cognizance only on complaint by specified persons, the court must test the complainant's statutory competence and not the accused's status; a complaint by an unauthorised person is not maintainable and cognizance is barred.

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