Section 439 — Offences to be non -cognizable

(1) Notwithstanding anything in the Code of Criminal
Procedure, 1973 (2 of 1974), 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 o fficer thereof, except on the complaint in writing of the Registrar, a
shareholder 2[or a member] of the company, or 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 securities and
non-payment of dividend, on a complaint in writing, by a person authorised by the Securities and Exchange
Board 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 (2 of 1974),where
the complainant under sub-section (2) is the Registrar or a person authorised by the Central Government,
the presence of such officer before the C ourt 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.