Private complaint barred for linked company-law fraud offences; IPC allegations must proceed before the competent territorial court.

Cognizance of offences under Sections 448 and 451 of the Companies Act, 2013 could not be taken on a private complaint because Section 448 is inextricably linked to the punishment for fraud under Section 447, and Section 212(6) requires a complaint by the SFIO Director, an authorised Central Government officer, or the statutory complainant. Section 451 was treated as derivative and could not stand independently in that setting, so the company-law prosecution was quashed to that extent. The IPC allegations, however, could not continue before the Special Court once the Companies Act offences fell away, and the complaint had to be transferred to the competent territorial court. Continuation of the IPC proceedings was not treated as abuse of process.

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Issues: (i) Whether cognizance of offences under Sections 448 and 451 of the Companies Act, 2013 could be taken on a private complaint in view of the statutory scheme and the bar under Section 212(6); (ii) If the proceedings under the Companies Act are quashed, whether the IPC offences can also survive before the Special Court in light of Section 436(2); (iii) Whether continuation of the criminal proceedings amounts to abuse of process warranting interference under Section 482 of the Code of Criminal Procedure, 1973.

Issue (i): Whether cognizance of offences under Sections 448 and 451 of the Companies Act, 2013 could be taken on a private complaint in view of the statutory scheme and the bar under Section 212(6).

Analysis: Section 448 does not create a standalone punishment; it makes the person making a false statement liable under Section 447, which is the punishment provision for fraud. The phrase "offence covered under Section 447" in Section 212(6) is wide enough to include an offence under Section 448 because the latter is inextricably linked to Section 447. Once the statute requires the punishment provision to be invoked as part of the offence, cognizance cannot be taken merely on a private complaint when the second proviso to Section 212(6) mandates a complaint by the Director, Serious Fraud Investigation Office, or an authorised Central Government officer. As Section 451 is derivative and is founded on the continuing cognizance of the underlying offence, it cannot stand independently in the present setting.

Conclusion: Cognizance on a private complaint was barred for the offences under Sections 448 and 451, and the proceedings to that extent were liable to be quashed.

Issue (ii): If the proceedings under the Companies Act are quashed, whether the IPC offences can also survive before the Special Court in light of Section 436(2).

Analysis: Section 436(2) permits a Special Court trying an offence under the Companies Act to also try an offence other than one under that Act which may be charged at the same trial. Once the Companies Act offences are quashed, the Special Court no longer retains the statutory basis to continue with the IPC offences. The complaint, however, is not extinguished; it must proceed before the court having territorial jurisdiction.

Conclusion: The IPC offences could not continue before the Special Court after quashing of the Companies Act offences, and the complaint was required to be transferred to the appropriate territorial court.

Issue (iii): Whether continuation of the criminal proceedings amounts to abuse of process warranting interference under Section 482 of the Code of Criminal Procedure, 1973.

Analysis: The existence of parallel civil suits and a company petition does not by itself render the criminal complaint an abuse of process. On the facts, the allegations relating to forgery, false corporate filings and wrongful assumption of control disclosed a criminal dimension that could not be brushed aside merely because related civil and company law proceedings were pending. Interference under Section 482 was therefore not justified in relation to the IPC allegations.

Conclusion: The proceedings were not liable to be quashed as an abuse of process insofar as the IPC offences were concerned.

Final Conclusion: The challenge succeeded only in part: the company-law offences founded on the private complaint could not be sustained, while the criminal allegations under the IPC were left to be tried by the competent court after transfer.

Ratio Decidendi: Where a company-law offence is statutorily linked to punishment under Section 447 of the Companies Act, 2013, cognizance cannot be taken on a private complaint in the face of the specific bar in Section 212(6); such linkage cannot be circumvented by omitting the punishment provision at the stage of cognizance.

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