Section 439. Offences to be non-cognizable | Companies Act Integrated Ready Reckoner|Companies Act 2013|CAIRR

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Section 439. Offences to be non-cognizable

Effective from 12-09-2013

(1) Notwithstanding anything in the Code of Criminal Procedure, 1973, every offence under this Act except the offences referred to in sub-section (6) of section 212 shall be deemed to be non-cognizable within the meaning of the said Code.

(2) No court shall take cognizance of any offence under this Act which is alleged to have been committed by any company or any thereof, except on the complaint in writing of a person authorised by the Central Government in that behalf:

Provided that the court may take cognizance of offences relating to issue and transfer of and non-payment of dividend, on a complaint in writing, by a person authorised by the of India:

Provided further that nothing in this sub-section shall apply to a prosecution by a company of any of its officers.

(3) Notwithstanding anything contained in the Code of Criminal Procedure, 1973, where the complainant under sub-section (2) is the or a person authorised by the Central Government, the presence of such officer before the Court trying the offences shall not be necessary unless the court requires his personal attendance at the trial.

(4) The provisions of sub-section (2) shall not apply to any action taken by the liquidator of a company in respect of any offence alleged to have been committed in respect of any of the matters in Chapter XX or in any other provision of this Act relating to winding up of companies.
Explanation.—The liquidator of a company shall not be deemed to be an officer of the company within the meaning of sub-section (2).

2(59) Officer includes any director, manager or key managerial personnel or any person in accordance with whose directions or instructions the Board of Directors or any one or more of the directors is or are accustomed to act

Omitted for Government Companies vide exemption notification for Government Companies S.O 463(E) dated 5 June 2015.

(The exceptions, modifications and adaptations provided above shall be applicable only to those Government Companies which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar, vide notification dated 13th June, 2017)

To view the notification,Click Here

The word “or a member” is inserted vide the Companies (Amendment) Act, 2017 dated 03.01.2018, Effective 7th May,2018.

To view commencement notification,Click Here
To view the notification of Companies Amendment Act,2017 Click Here

2(81) Securities means the securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956)

2(82) Securities and Exchange Board means the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act, 1992 (15 of 1992)

2(75) Registrar means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act

Commencement Notification dated 07/05/2018

Enforcement notification S.O.2754 (E) dated 12/09/2013

Exemption to Govt Companies G.S.R. 463(E) dated 05/06/2015

Exemptions to Government Companies [Amendment to GSR 463(E)] dated 13/06/2017

The Companies (Amendment) Act, 2017 (Effective from 03.01.2018)