The Supreme Court on Monday dismissed a review petition filed by the Central government against its earlier judgment holding that a special court cannot take cognisance of certain Companies Act offences linked to fraud based only on a private complaint.

A Bench comprising Chief Justice of India Surya Kant and Justices K Vinod Chandran and Joymalya Bagchi was hearing the Centre’s review plea.

The Centre had sought a review of the Supreme Court’s January 9 judgment concerning the restriction under the second proviso to Section 212(6) of the Companies Act, 2013.

While refusing to reconsider its earlier ruling, the Court clarified that the Central government can still exercise its powers under Section 212(6) and authorise an officer, through a general or special written order, to file a complaint.

Section 212(6) provides that a court can take cognisance of offences covered by the provision on a written complaint filed by the Director of the Serious Fraud Investigation Office (SFIO) or a Central government officer authorised for this purpose.

Additional Solicitor General Aishwarya Bhati, appearing for the Centre, had raised concerns about investigations conducted by authorities other than the SFIO, including the Registrar of Companies (ROC).

The Supreme Court said such concerns could be addressed by the Centre by authorising an officer to institute a complaint as permitted under Section 212(6).

The earlier case arose from a dispute over the management and control of a private company. A private complaint alleged that former directors had illegally convened a meeting, fabricated resolutions and made false filings with the ROC.

The Special Court for Economic Offences in Hyderabad had taken cognisance of offences under Sections 448 and 451 of the Companies Act, along with various offences under the Indian Penal Code (IPC). The Telangana High Court later refused to quash the criminal proceedings.

The Supreme Court, however, held that Section 448 of the Companies Act, which deals with false statements, could not be considered separately because its punishment is linked to Section 447, which deals with fraud.

The Court therefore held that an offence under Section 448 is covered by Section 447 for the purpose of Section 212(6). As a result, the restriction under Section 212(6) applied and the offences could not be taken up by the Special Court solely on the basis of a private complaint.

The Supreme Court had consequently quashed the proceedings relating to Sections 448 and 451 of the Companies Act. However, it allowed the prosecution concerning the IPC offences to continue before the appropriate court.

By dismissing the review petition, the Supreme Court has maintained its earlier ruling while making it clear that the Central government can authorise an officer to file a complaint in accordance with Section 212(6).