Private complaints cannot trigger fraud cognizance under the Companies Act; limitation still bars stale Section 185 prosecutions.

Section 447 of the Companies Act, 2013 could not be taken cognizance of on a private shareholder complaint because Section 212(6) permits prosecution only on a written complaint by the Director, SFIO, or an authorised Central Government officer, and Section 439(1) treats such offences as non-cognizable except as provided. Section 185 was held subject to the CrPC limitation regime because the alleged punishment attracted Section 468, so delayed cognizance was time-barred. Section 452 was treated as a continuing offence under Section 472 and was not barred by limitation; joinder with Section 452 did not extend limitation for Section 185, and Section 120B IPC did not remove the defect absent separate cognizance of conspiracy.

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Issues: (i) Whether cognizance of an offence under Section 447 of the Companies Act, 2013 could be taken on a private complaint by a shareholder. (ii) Whether cognizance of the offence under Section 185 of the Companies Act, 2013 was barred by limitation, and whether the continuing nature of the offence under Section 452 of the Companies Act, 2013 or the addition of Section 120B of the Indian Penal Code, 1860 altered that position.

Issue (i): Whether cognizance of an offence under Section 447 of the Companies Act, 2013 could be taken on a private complaint by a shareholder.

Analysis: Section 212(6) of the Companies Act, 2013 creates a specific embargo on cognizance of an offence under Section 447 except on a written complaint by the Director, Serious Fraud Investigation Office, or an authorised Central Government officer. Section 439(1) reinforces that offences under the Act are non-cognizable except those covered by Section 212(6). A private complaint under Section 200 of the Code of Criminal Procedure, 1973 by a shareholder therefore does not satisfy the statutory condition for taking cognizance of fraud under Section 447.

Conclusion: Cognizance of the offence under Section 447 of the Companies Act, 2013 on the private complaint was invalid and could not stand.

Issue (ii): Whether cognizance of the offence under Section 185 of the Companies Act, 2013 was barred by limitation, and whether the continuing nature of the offence under Section 452 of the Companies Act, 2013 or the addition of Section 120B of the Indian Penal Code, 1860 altered that position.

Analysis: The offence under Section 185, on the allegations pleaded, was punishable with imprisonment up to six months and attracted the limitation regime in Section 468 of the Code of Criminal Procedure, 1973. As the complaint was filed long after the alleged acts, cognizance of Section 185 was time-barred. Section 452, by contrast, concerns wrongful withholding of company property and is a continuing offence within the meaning of Section 472, so cognizance of that charge was not barred on limitation grounds. However, Section 468(3) did not extend the limitation for Section 185 merely because Section 452 could be tried together with it under Section 220. Section 120B of the Indian Penal Code, 1860 also did not cure the limitation defect because the trial court had not taken cognizance of a separate, standalone conspiracy offence.

Conclusion: Cognizance of the offence under Section 185 of the Companies Act, 2013 was barred by limitation, while cognizance of the offence under Section 452 of the Companies Act, 2013 was sustainable.

Final Conclusion: The challenge succeeded in part. The summoning order was set aside to the extent it related to Sections 185 and 447 of the Companies Act, 2013, while the proceedings for Section 452 and the connected charge of conspiracy were left undisturbed.

Ratio Decidendi: Cognizance of Section 447 of the Companies Act, 2013 can be taken only on the statutorily specified complaint under Section 212(6), and limitation for a time-barred offence is not revived merely because it is accompanied by a continuing offence tried together in the same proceeding.

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