Winding-up does not bar personal criminal prosecution of directors and employees for alleged cheating offences.

Section 446 of the Companies Act restrains proceedings against a company in winding-up unless leave of the company court is obtained, but that protection does not extend to criminal prosecutions for cheating or allied offences against the managing director, directors, or employees in their personal capacity. Criminal liability for such offences turns on mens rea, which a company cannot possess, so proceedings against the human actors are not proceedings against the company. The objection based on section 446 therefore failed, and criminal proceedings against the petitioners were not barred.

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Issues: Whether section 446 of the Companies Act barred criminal proceedings against the directors and employees of a company after a winding-up order and dissolution of the company.

Analysis: Section 446 operates to restrain proceedings against the company in winding-up, except with leave of the company court. It does not extend that protection to criminal prosecutions for cheating or allied offences launched against the managing director, directors, or employees in their personal capacity. Criminal liability for cheating depends on mens rea, which a company itself cannot possess, and therefore a prosecution for such offences against the human actors is not a proceeding against the company.

Conclusion: The objection based on section 446 failed and criminal proceedings against the petitioners were not barred.

Final Conclusion: The revision petition was rejected on the ground that the winding-up provisions did not prevent prosecution of the company's directors and employees for alleged criminal offences.

Ratio Decidendi: Section 446 of the Companies Act does not bar criminal proceedings against directors or employees of a company for offences alleged against them personally, even where the company is in winding-up.

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