1. Section 447 of the Companies Act, 2013 (Fraud): A Special Court cannot take cognizance of an offence under Section 447 on a private complaint filed by a shareholder under Section 200 Cr.P.C. or even by the company itself. Cognizance is permissible only upon a complaint in writing by the Director, SFIO, or an officer of the Central Government authorized pursuant to Section 212(6) proviso of the Companies Act, 2013. This statutory safeguard applies irrespective of whether the prosecution is cognizable under Section 439(1). Consequently, a summoning order based on such a private complaint is unsustainable and must be set aside.
2. Limitation under Section 185 of the Companies Act, 2013: The offence under Section 185 (Loans to directors, etc.) is not a continuing offence. It is an instantaneous offence consummated at the moment of the loan or guarantee. Therefore, the period of limitation prescribed under Section 468 Cr.P.C. (one year for imprisonment up to one year) applies strictly. A complaint filed beyond this period is barred and cannot be condoned merely because the respondent holds equity or control.
3. Limitation under Section 452 of the Companies Act, 2013: The offence of wrongful withholding of company property under Section 452 is a continuing offence. It persists until the property is restored or refunded. Under Section 472 Cr.P.C., a fresh period of limitation begins to run at every moment the offence continues. Thus, even if the act occurred years ago, the offence continues throughout the period of wrongful possession.
4. Variable Limitation Periods: Where offences punishable by different limitation periods are tried together under Section 220 Cr.P.C., the limitation period is determined by reference to the offence with the more severe punishment. However, applying this to the facts: the limitation for Section 452 is only six months (since punishment is fine only); whereas Section 185 carries imprisonment up to six months but is not continuing. The continuing nature of Section 452 does not extend the limitation bar applicable to the standalone, non-continuing Section 185 offence. Therefore, the complaint remains barred for Section 185.
