Private complaint against company officers remains maintainable despite compulsory winding up where special procedure is not exclusive.

A private complaint for offences relating to a company was not barred merely because the company was in compulsory winding up. Sections 137, 138, 141A and 237 of the Companies Act were treated as enabling provisions for investigation and prosecution in special situations, not as excluding the ordinary criminal court's jurisdiction to receive a complaint against directors or officers. The special procedure under Section 237 was not exclusive, and winding up did not prevent a private person from setting the criminal law in motion. The complaint was therefore maintainable in law, although the revision was dismissed.

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Issues: Whether a private complaint for offences relating to a company is barred merely because the company is in compulsory winding up and Section 237 of the Companies Act provides a special procedure.

Analysis: The complaint under the Companies Act was not barred as a matter of law by the existence of Sections 137, 138, 141A, or 237. Those provisions were treated as enabling provisions for investigation and prosecution in special situations, but not as excluding the ordinary jurisdiction of the criminal court to receive a complaint against directors or officers for offences committed in relation to the company. The special procedure under Section 237 was held not to be exclusive, and the mere fact of winding up did not prevent a private person from setting the criminal law in motion.

Conclusion: A private complaint was not legally barred, even during winding up, and Section 237 did not oust the ordinary criminal process.

Final Conclusion: The legal position favoured maintainability of the complaint, but the revision was nonetheless dismissed.

Ratio Decidendi: A special procedure under the Companies Act does not, by itself, exclude a private complaint unless the statute expressly or by necessary implication makes that procedure exclusive.

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