Section 171 restraint does not prevent criminal prosecution of an individual manager; prosecutions may proceed without court leave.

Section 171's restraint on suits during winding up applies to proceedings against the company as a juridical person and therefore affects actions directed at the company itself; it does not extend to criminal prosecution of an individual officer for offences requiring mens rea because a company cannot possess the requisite mental element. Consequently, criminal proceedings against an individual manager for alleged cheating are not barred by section 171 and may continue without obtaining leave of the Court, despite the appointment of a liquidator.

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Issues: Whether, after the appointment of a liquidator, criminal proceedings against an individual manager may be proceeded with without leave of the Court under section 171 of the Companies Act.

Analysis: The question requires distinguishing proceedings against the company from proceedings against an individual officer. Section 171 restrains suits or proceedings against the company once winding up has commenced except by leave of the Court. A company is a juridical person lacking the physical capacity and mens rea necessary for offences like cheating. Civil liability of the company for acts of its officers does not convert criminal proceedings against an officer into proceedings against the company for the purposes of section 171. The presence of an official liquidator and the appointment in winding up therefore affects proceedings against the company itself, but does not automatically bar criminal prosecutions of individual managers acting in their personal capacity.

Conclusion: Section 171 of the Companies Act does not bar criminal proceedings against an individual manager in respect of alleged cheating; the proceedings may continue without leave of the Court. This conclusion operates against the petitioner and in favour of the respondent.

Ratio Decidendi: Section 171 of the Companies Act applies to proceedings against the company as a juridical person; it does not preclude criminal prosecution of an individual officer for offences requiring mens rea because a company cannot possess the requisite mens rea for such offences.

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