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CS Executive · Company Law and Practice · Members and Shareholders

Rohan, a shareholder, wants to file a complaint about an alleged offence by Prism Ltd under the Companies Act, 2013. Under Section 439, which statement is correct?

A court may take cognizance of an offence by the company or its officers on a written complaint by the Registrar, a shareholder or member of the company, or a person authorised by the Central Government. Offences are generally deemed non-cognizable, so police complaints are not the route.

  1. ACourts can take cognizance of company offences only on a complaint by a police officer
  2. BOffences under the Act are generally cognizable
  3. CA court may take cognizance on a written complaint by the Registrar, a shareholder or a member of the company, or a person authorised by the Central GovernmentCorrect
  4. DOnly the Registrar may file a complaint

Explanation

Section 439(2) says no court takes cognizance of an offence by a company or officer except on written complaint of the Registrar, a shareholder or a member, or a person authorised by the Central Government. Section 439(1) makes offences non-cognizable, apart from those in section 212(6), so the cognizable option is wrong.

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