Judgment : 1. The main company petition C.P.No.297 of 2013 is filed by two persons by name V.Rajendran and Satish Raj, who are respectively the Managing Director and the Director of a company by name Meta Films (India) Ltd. under Section 633 of the Companies Act, 1956, praying for relieving them wholly from the alleged acts of default and liability complained by a company by name Vis-ram Financial Services Private Ltd., who is the first respondent in the C.P. and at whose instance a criminal complaint in C.C.No.107 of 2013 is taken on file by the Additional Chief Metropolitan Magistrate (EOI), Egmore, Chennai. 2. On 19.9.2013, the aforesaid C.P.No.297 of 2013 came up before me along with another petition in C.P.No.296 of 2013 filed by the very same petitioners containing a similar prayer, with the only difference that the prayer in C.P.No.296 of 2013 was for relieving the petitioners from the acts of default alleged by the third respondent Registrar of Companies in their letter dated 31.7.2013. 3. Both the main company petitions, C.P.Nos.296 and 297 of 2013 came up for hearing, along with miscellaneous applications in Comp.A.Nos. 995 and 996 of 2013 for interim stay of criminal prosecution. 4. On 19.9.2013, I ordered notice in the main petitions and granted an interim stay of further proceedings before the criminal court. 5. After service of notice, the first respondent in the main company petition, namely, Vis-ram Financial Services, has come up with the above application in Comp.A.No.1072 of 2013, seeking the dismissal of the main company petition, on the short ground that while Section 633(1) of the Companies Act empowers only the criminal Court which has taken cognizance of a complaint, to relieve the officers of a company, Section 633(2) empowers the High Court to relieve the officers of the company only in cases of apprehension of proceedings and not where a complaint had already been filed and taken cognizance. In other words, the limited ground on which the first respondent in the main company petition seeks the dismissal of the company petition is that Section 633 (2) can be invoked only at a stage prior to the date of institution of the criminal prosecution and not thereafter. 6. In view of the limited ground on which the above application is filed, it is not necessary for me to get into the factual details, at least at this stage. 6. In view of the limited ground on which the above application is filed, it is not necessary for me to get into the factual details, at least at this stage. It is enough for the present to decide only the sole legal issue as to whether the power under Section 633 (2) can be invoked after the initiation of prosecution or not. 7. I have heard Mr.Prakash Goklaney, learned counsel for the applicant herein (first respondent in the main company petition) and Mr.Karthik Seshadri, learned counsel for the respondents (petitioners in the main C.P.). 8. Section 633 of the Companies Act, 1956, reads as follows: "Power of Court to grant relief in certain cases: (1) If in any proceeding for negligence, default, breach of duty, misfeasance or breach of trust against an officer of a company, it appears to the Court herein the case that he is or may be liable in respect of negligence, default, breach of duty, misfeasance or breach of trust, but that he has acted honestly and reasonably, and that having regard to all the circumstances of the case, including those connected with his appointment, he ought to fairly be excused, the Court may relieve him, either wholly or partly, from his liability on such terms as it may think fit: Provided that in a criminal proceeding under this sub-section, the Court shall have no power to grant relief from any civil liability which may attach to an officer in respect of such negligence, default, breach of duty, misfeasance or breach of trust. (2) Where any such officer has reason to apprehend that any proceeding will or might be brought against him in respect of any negligence, default, breach of duty, misfeasance or breach of trust, he may apply to the High Court for relief and the High Court on such application shall have the same power to relieve him as it would have had if it had been a Court before which a proceeding against that officer for negligence, default, breach of duty, misfeasance or breach of trust had been brought under subsection (1). (3) No Court shall grant relief to any officer under sub-section (1) or sub-section (2) unless it has, by notice served in the manner specified by it, required the Registrar and such other person, if any, as it thinks necessary, to show cause why such relief should not be granted." 9. From a plain reading of sub-section (1) and the proviso thereunder, sub-section (2) and sub-section (3) of Section 633, the following emerge: (i) The Court hearing a case of negligence, default, breach of duty, misfeasance or breach of trust against an officer of a company, can relieve such officer from criminal liability, if such officer is found to have acted honestly and reasonably, though he is liable in respect of such negligence, default and breach of duty, misfeasance or breach of trust. (ii) The relief granted by the Court can only be from criminal liability and not from civil liability. (iii) The High Court has the same power to relieve an officer of a company, on an application filed by him, if such officer has reason to apprehend that any proceeding will or might be brought against him in respondent of any negligence, default and breach of duty, misfeasance or breach of trust. For the said purpose, the High Court will be deemed to be a Court before which a proceeding against such officer had been brought. (iv) The power under Section 633 cannot be exercised except after serving a notice, upon the Registrar and such other person calling upon them to show cause as to why such relief should not be granted. 10. Two expressions, one found in sub-section (1) and another found in sub-section (2) create a distinction between the power under sub-section (1) and the power under subsection (2). These expressions are (A) "the Court hearing the case" found in sub-section (1) and (B) "reason to apprehend" as found in sub-section (2). 11. Since sub-section (1) empowers a Court (not the High Court) hearing the case, and sub-section (2) empowers only the High Court when there is an apprehension, to relieve an officer, many Courts appear to have taken the view that the power available to the High Court under sub-section (2) cannot be exercised after the apprehension had actually crystallised into an actual prosecution. As a matter of fact, Mr.Prakash Goklaney cited any number of authorities in support of his contention that the High Court can relieve an officer under sub-section (2) only at the stage of apprehension and not after the apprehension had crystallised into the actual prosecution. I shall now refer to some of the authorities cited by him. 12. In Re: Tolaram Jalan & Others v. Unknown ( AIR 1959 Bom. 245 ), a learned Judge of the Bombay High Court held that Section 633 of the Companies Act, 1956, is identical to Section 372 of the English Companies Act of 1929 and that while subsection (1) refers to proceedings already commenced, sub-section (2) contemplates a claim which is anticipated to take place in future. The learned Judge also pointed out that the words "the Court hearing the case" appearing in sub-section (1) signifies the Court before which a proceeding is pending and that sub-section (2), per contra, creates a fiction in respect of an apprehended claim. 13. In Thakur Dan Singh Bist v. Registrar of Companies ( AIR 1960 (All.) 160 ), a learned Judge of the Allahabad High Court held that if proceedings of the nature contemplated by sub-section (1) have been initiated, the Court in which they are pending will be the only Court which will have jurisdiction to give relief for the acts and omissions complained of. The argument that sub-section (2) is wide enough to enable the Court to relieve the officers not only against an apprehended claim, but also against a possible prosecution, was rejected by the learned Judge. In the operative portion of the judgment, the learned Judge held that if proceedings have already been initiated, whether for enforcement of criminal or civil liability, relief can be granted only by the Court in which the proceedings are pending. 14. In In Re: Muktsar Electric Supply Co. Ltd. in Liquidation v. State (High Court of Punjab & Haryana); 1965 a learned Judge of the Punjab and Haryana High Court expressed a similar view. 15. In Auto Link Finance Private Ltd. v. Registrar of Companies ( 1971 (41) CC 63 ), a learned Judge of the Delhi High Court also held that the High Court is not possessed of jurisdiction to grant relief under sub-section (2), after the institution of criminal proceedings. 16. 15. In Auto Link Finance Private Ltd. v. Registrar of Companies ( 1971 (41) CC 63 ), a learned Judge of the Delhi High Court also held that the High Court is not possessed of jurisdiction to grant relief under sub-section (2), after the institution of criminal proceedings. 16. In Om Prakash Khaitan v. Keshariya Investments Ltd. ( 1978 (48) CC 85 ), another learned Judge of the Delhi High Court held that the High Court has no jurisdiction with regard to the criminal liability arising out of defaults and breaches which have already become the subject matter of prosecution. 17. In Sri Krishna Parshad v. Registrar of Companies, Delhi (1978 (48) CC 397 Del.), a learned Judge of the Delhi High Court held that undoubtedly the power of the High Court is the same as that of the Magistrate. But, the High Court can grant only anticipatory relief and that once a prosecution is initiated, the Court before which the complaint or trial is taking place, alone can grant relief. 18. In P.S.Bedi v. Registrar of Companies, Delhi & Haryana ( 1986 (60) CC 1061 ), the Delhi High Court again held that once prosecution is launched, the only Court competent to entertain any objection to the propriety thereof, is the Court hearing the case. 19. In S.S.Sahni v. Registrar of Companies ( 1990 (69) CC 556 ), the Punjab and Haryana High Court took a similar view and held that Section 633(2) does not empower the High Court to grant any relief to any officer, in a case where the proceedings have already been initiated and pending. 20. In Ashok Bhatia v. Registrar of Companies, Delhi & Haryana and another ( 1993 (76) CC 405 ), the Delhi High Court reiterated the decision following the earlier decision in Sri Krishna Parshad. 21. In Jyotindra Manharlal Vakil v. Registrar of Companies, Maharashtra ( AIR 1995 Bom. 122 ), the Bombay High Court followed the view expressed by the Delhi High Court in Sri Krishna Prashad and the view expressed by the Punjab and Haryana High Court in S.S.Sahnii. 22. 21. In Jyotindra Manharlal Vakil v. Registrar of Companies, Maharashtra ( AIR 1995 Bom. 122 ), the Bombay High Court followed the view expressed by the Delhi High Court in Sri Krishna Prashad and the view expressed by the Punjab and Haryana High Court in S.S.Sahnii. 22. Despite such a series of decisions supporting the contention of the learned counsel for the applicant, Mr.Karthik Seshadri, learned counsel appearing for the respondents (original petitioners) was brave enough to contend (i) that it will be anomalous to think that what a subordinate Court would do, the High Court is not competent to do, and (ii) that while sub-section (1) uses the expression "the Court", sub-section (2) uses the expression "the High Court". Therefore, the learned counsel contended that sub-section (2) is wide enough to confer a power upon the Court to relieve an officer of the company both in respect of an anticipatory claim and in respect of an actual claim. He also relied upon the decision of the Delhi High Court in Sh.R.K.Narayan and Ors., Sh.K.K. v. Registrar of Companies (decided on 17.12.2004), where a learned Judge held as follows in paragraph 13 of its decision: "13. What follows from the conjoint reading of sub sections (1) and (2) of Section 633 is: (a) In any proceedings for negligence/default/breach of duty, misfeasance or breach of trust against an officer of the company, it would be a valid defence that he as acted honestly and reasonably and that having regard to all the circumstances of the case he should be excused from the liability. (b) Such exercise can be done even by this Court and person need not be relegated to the Court where the proceedings are filed." 23. The said decision of the Delhi High Court may not go to the rescue of the respondents, in view of the fact that the Court followed its earlier decision in P.S.Bedi. What actually happened in that case was that the application under Section 633 was filed even before the complaint was lodged by the Registrar of Companies, but it came up for hearing later. Therefore, the learned Judge did not go into the question as to whether a petition under Section 633 is maintainable, at the instance of an officer who had already received summons from the criminal Court or not. 24. Therefore, the learned Judge did not go into the question as to whether a petition under Section 633 is maintainable, at the instance of an officer who had already received summons from the criminal Court or not. 24. Mr.Karthik Seshadri, learned counsel for the respondents also relied upon a decision of the Calcutta High Court in Srikumar Menon & Others v. The Registrar of Companies (164 CC 182). Though the facts of the above case are not very clear from the report, some of the passages in the report suggest that the Calcutta High Court discharged the accused in that case, from criminal liability, on the ground that the prosecution was launched beyond the period of limitation prescribed under Section 468 of the Code of Criminal Procedure. To come to the said conclusion, the learned Judge reasoned that in other criminal proceedings, a criminal Court is obliged to take cognizance under Section 190 and that while doing so, the court is duty bound to see whether the complaint was lodged only within the period of limitation in terms of Section 468 or not. This power, according to the learned Judge, is available to the High Court also. 25. But, as stated earlier, there is no indication in this decision as to whether prosecution had been launched even before the date of filing of the company petition. Therefore, I am not sure whether the above decision of the Calcutta High Court runs contrary to the decisions of the Delhi, Bombay, Punjab and Haryana High Courts or not. However, there is no authoritative pronouncement either of the Supreme Court or of this Court on the point. Hence I would go to the root of the matter and examine the scheme of the Act, to find out the possible interpretation to be given to sub-section (2) of section 633. 26. But at the outset I should point out that a reference to the English (U.K.) Companies Act, is of no avail, since the English Act does not make a distinction between "Court" and "High court" in the analogous provision contained therein. I do not know why In Re: Tolaram Jalan the Bombay High Court made a reference to section 372 of the English Companies Act, 1929. I do not know why In Re: Tolaram Jalan the Bombay High Court made a reference to section 372 of the English Companies Act, 1929. In England, the 1929 Act was replaced by the 1948 Act, which contained a provision in Section 448 which is identical to Section 633 of the Indian Act, 1956. The 1948 Act was then replaced by the 1985 Act, which contained a provision in Section 727. Now, the 1985 Act has been replaced by Companies Act (2006), which came into force on 1 October 2008 in U.K. Under this Act, the court has a power to grant relief in terms of Section 1157. Section 1157 reads as follows: "(1) If in proceedings for negligence, default, breach of duty or breach of trust against- (a) an officer of a company, or (b) a person employed by a company as auditor (whether he is or is not an officer of the company), it appears to the court hearing the case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit. (2) If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust” (a) he may apply to the court for relief, and (b) the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought. (3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper." It may be seen from the above provision that all the 3 sub-sections use only the same expression namely "the court". In other words, the English Act does not distinguish between "the court" and the "High court" as found in sub sections (1) and (2) of section 633. Hence no useful purpose will be served in making a reference to the English Act. 27. The expression "the Court" is defined Section 2(11) of the Companies Act, 1956, to mean two sets of Courts. They are (i) the Court having jurisdiction with respect to the matters provided in Section 10, and (ii) the Court of a Magistrate of First Class having jurisdiction to try any offences against the act. The definition reads as follows: "Section 2(11): "the Court" means - (a) with respect to any matter relating to a company (other than any offence against this Act), the Court having jurisdiction under this Act with respect to that matter relating to that company, as provided in section 10; (b) with respect to any offence against this Act, the Court of a Magistrate of the First Class or, as the case may be, a Presidency Magistrate, having jurisdiction to try such offence." 28. Section 10 recognises the jurisdiction of (i) the High Court if the registered office of the company is situate within its local limits, and (ii) the District Court upon which a similar jurisdiction is conferred by the Central Government under sub-section (2). 29. Section 10 recognises the jurisdiction of (i) the High Court if the registered office of the company is situate within its local limits, and (ii) the District Court upon which a similar jurisdiction is conferred by the Central Government under sub-section (2). 29. Therefore, a combined reading of Section 2(11) with Section 10 shows that the expression "the Court" wherever it appears, would indicate (i) only a Court of a Magistrate of First Class or the Presidency Magistrate, if the expression is used in connection with any offences against the Act, and (ii) only the High Court or the District Court on which the power is conferred by the Central Government, in respect of matters other than offences against the Act. 30. If the Act had not contained a deeming fiction in the second part of section 633 (2), treating the High court also as a court before which a prosecution is launched, there would have been no difficulty in simply following section 2(11) and section 10. But unfortunately, the second part of section 633 (2) creates a deeming fiction, making the High court also a court before which a proceeding for negligence, breach of trust etc are brought. This is why, the scope of jurisdiction of the High court has come up again and again for consideration before various courts. 31. Having seen the definitions of the important expressions, let us now take a look at the penal provisions and the remedial provisions. The Act contains several penal provisions, which can be tabulated as follows for easy reference: “TABLE” 32. A careful perusal of all the penal provisions contained in the Companies Act, 1956 listed in the table contained in the preceding paragraph would show that there are different categories of offences, dealt with by the Act. These offences would broadly fall under the following categories, namely (a) failure to comply with the statutory requirements such as holding of meetings, maintenance of books, filing of returns, etc; (b) failure to discharge the obligations to the members (shareholders); (c) failure to discharge the obligations towards outsiders such as applicants for allotment of shares, debentures, etc; and (d) failure to comply with the obligations to the creditors. 33. 33. Persons, who could be prosecuted for the above categories of offences are (i) the company, (ii) the promoters, (iii) the contributories, (iv) the directors or (v) managers or (vi) persons, who subscribed to certain statements or reports. Apart from these persons, who could be prosecuted under the above categories of cases, there are also other persons, who could be prosecuted under different other categories. The Act makes even the Official Liquidator liable for punishment in respect of certain acts of omission and commission. Persons, who make false claims with the Official Liquidator are also made liable for punishment. 34. Keeping in mind the broad scheme of the penal provisions of the Act, let us now take a look at the courts, which can take cognizance of the above offences and prosecute any of the above categories of persons : (i) Under Section 454(5A), the court, which makes the winding up order, is itself entitled to take cognizance of an offence under Sub-Section (5) of Section 454 and try the offence in accordance with the procedure laid down in the Code of Criminal Procedure for the trial of summons cases by Magistrates; (ii) If, in the course of winding up of a company, the court finds that the business of the company was carried on with intent to defraud the creditors, the winding up court can declare any person under Section 542(1) to be a person responsible, without any limitation of liability, for all or any of the debts or liabilities of the company. But, what is provided by Section 542(1) is only a civil liability and by Section 542(4), the criminal liability of persons concerned is reserved intact. But, what is important to note is that the declaration of liability under Section 542 is to be made by the winding up court. Under Section 545, the court before which proceedings for winding up are pending, can direct the prosecution of an offender. (iii) Under Section 614A, "any court trying an offence" for a default in compliance with any provisions of this Act, can give direction to the person concerned to file such return or other document along with an additional fee. Under Section 545, the court before which proceedings for winding up are pending, can direct the prosecution of an offender. (iii) Under Section 614A, "any court trying an offence" for a default in compliance with any provisions of this Act, can give direction to the person concerned to file such return or other document along with an additional fee. This Section uses the expression "any court trying an offence"; (iv) Under Section 621(1), no court can take cognizance of any offence under the Act allegedly committed by any company or any officer thereof, except on a complaint by the Registrar or a shareholder or a person authorised by the Central Government in that behalf. If the offence relates to the issue and transfer of securities and non-payment of dividend, the court can take cognizance of a complaint in writing by a person authorised by SEBI. But, the provisions of Section 621(1) would not apply to any action taken by the Official Liquidator in respect of any offence relating to matters included in Part VII and in respect of matters relating to winding up; (v) Under Section 622, no court inferior to that of a Presidency Magistrate or the Magistrate of a First Class shall try any offence against the Act; (vi) Under Section 623, an offence committed by a person within a presidency town and which is punishable only with fine, can be tried summarily by a Presidency Magistrate; (vii) Section 624 makes every offence against the Act non cognizable, irrespective of anything contained in the Code of Criminal Procedure. The Companies Act, 1956 contains a special provision under Section 625, for award of compensation in cases of frivolous or vexatious prosecution. This section supersedes the provisions of Section 250 of the Code of Criminal Procedure. 35. Apart from the above provisions, there are two interesting and important provisions in the Act. They are Sections 626 and 627. Under Section 626, the court imposing any fine under the Act can direct that the whole or any part thereof shall be applied in or towards payment of the costs of the proceedings or in or towards the rewarding of the person, on whose information, the fine is recovered. Along with the words "the court", the words "or tribunal" were inserted by the Companies (Second Amendment) Act, 2002. Along with the words "the court", the words "or tribunal" were inserted by the Companies (Second Amendment) Act, 2002. This gives a clue that the expression "the court" found in Section 626 indicates only the High Court. The expression "the court" appearing in Section 626, if taken to mean only the Court of a Magistrate of First Class, then the words "or tribunal" could not have been inserted by the 2002 Act. 36. Section 627 is of more importance and hence, it is extracted as follows : "627. Production and inspection of books where offence suspected - (1) If, on an application made to a Judge of a High Court in Chambers or Tribunal as the case may be, by the Public Prosecutor of the State or by the Central Government or by a company prosecutor appointed under Section 624A it is shown that there is reasonable cause to believe that any person has, while he was an officer of a company, committed an offence in connection with the management of the company's affairs, and that evidence of the commission of the offence is to be found in any books or papers of or under the control of the company, an order may be made- (i) authorising any person named therein to inspect the said books or papers or any of them for the purpose of investigating, and obtaining evidence of the commission of, the offence; or (ii) requiring the manager of the company or such other officer thereof as may be named in the order, to produce the said books or papers or any of them to a person, and at a place and time, named in the order. (2) Sub-Section (1) shall apply also in relation to any books or papers of a person carrying on the business of banking so far as they relate to the company's affairs, as it applies to any books or papers of or under the control of the company, except that no such order as is referred to in clause (ii) thereof shall be made by virtue of this Sub-Section. (3) No appeal shall lie from the decision of a Judge of the High Court or Tribunal, as the case may be under this section." 37. Section 627 appears to be a special provision conferring a special power upon the Company Court. (3) No appeal shall lie from the decision of a Judge of the High Court or Tribunal, as the case may be under this section." 37. Section 627 appears to be a special provision conferring a special power upon the Company Court. Under this section, an application can be filed before the High court for a direction to produce the books of a company or to have those books inspected, if the Court has reason to believe that an officer has committed an offence in connection with the management of the company's affairs and that evidence of the commission of the offence is to be found in any books. If the power to prosecute any company or officer of the company had been vested only in the Court of a Magistrate of First Class, the power to inspect the books or to obtain evidence of the commission of the offence need not have been conferred upon the High Court. The Court of a Magistrate of First Class would have such powers under the Code of Criminal Procedure itself. 38. Yet another interesting provision in the Companies Act, 1956, is in section 621-A. This section confers power upon the Company Law Board and even the Regional Director, to compound any offence punishable under this Act, provided that the offence is not punishable with imprisonment only or with imprisonment and fine. This power can be exercised, both before and after the institution of prosecution in the court. This is notwithstanding anything contained in the Code of Criminal Procedure. Therefore, to say that a Regional Director or the Company Law Board is competent to compound an offence against the Act, even after the institution of prosecution, but the High Court, despite being a Special court, would not have the power to relieve a person under section 633 (2) after such institution, is antithetic to the scheme of the Act. 39. 39. Keeping the above provisions in mind, if we now get back to Section 633, the plain language of Section 633(1) would indicate the following : (i) the power to grant relief under Sub-Section (1) of Section 633 is conferred only upon "the court" hearing the case in relation to any proceeding for negligence, default, breach of duty, misfeasance or breach of trust against an officer of a company; (ii) the relief given under the said provision is only to an officer of the company and not to the company itself; and (iii) the relief granted under the provision is only from criminal liability and not civil liability. 40. There can be no doubt about the fact that Sub-Section (1) of Section 633 may also apply, at times, to companies, which are in the process of being wound up. Therefore, by virtue of Section 621(2), the restrictions contained in section 621 (1), for taking cognizance of offences against the Act, will not apply to such proceedings. This is why the jurisdiction under Section 633(1) is obviously concurrent as seen from the use of the expression "the court" and not the expression "the High Court". 41. In so far as Sub-Section (2) of Section 633 is concerned, the language employed therein is distinct and different from Sub-Section (1) only in respect of two things, namely (a) that the power to grant relief is conferred only upon the High Court; and (b) that such a power is conferred even in cases of apprehension of any proceedings for negligence, default, breach of duty, misfeasance or breach of trust. 42. There can be no doubt about the fact that "a proceeding for negligence, default, breach of duty, misfeasance or breach of trust against an officer of a company" can be brought either against a company in liquidation or against other companies. In respect of companies in liquidation, the proceedings for negligence, default, etc., are brought before the Company Court itself. Therefore, in such cases, the question as to whether proceedings are actually pending or proceedings are merely apprehended, loses significance. 43. Similarly, the companies, which are not in winding up, but which file petitions under Sections 391 to 394 for sanctioning some kind of a scheme, also do come up with applications for relieving the officers from criminal liability, either actually pending or merely apprehended. 43. Similarly, the companies, which are not in winding up, but which file petitions under Sections 391 to 394 for sanctioning some kind of a scheme, also do come up with applications for relieving the officers from criminal liability, either actually pending or merely apprehended. This is despite the fact that no proceeding for negligence, default, etc., as contemplated by Section 633(1) is actually pending before the High Court. 44. It is only on account of the above factors that Section 633 makes a distinction between (i) cases where proceedings for negligence, default, etc., have already been initiated; and (ii) cases in which such proceedings are merely apprehended. The Courts before which, such proceedings are pending, could either be the Courts of Magistrates or the District Court/High Court, as the case may be. Therefore, Sub-Section (1) of Section 633 confers jurisdiction upon all these three courts in respect of matters that are actually pending. But, in respect of matters, which are apprehended, the intention behind Sub-Section (2) is to confer an exclusive jurisdiction upon the High Court. 45. Consequently, a proper reading of Section 633(1) and (2) would be to say that the distinction between these two sub-sections is not court-centric, but only status-centric. In other words, the sub-sections maintain a distinction only with respect to the stage of the proceeding, whether it be at the stage of contemplation or at the stage of actual pendency. The distinction has nothing to do with court, especially the High Court. 46. To put it differently, the jurisdiction of a Magistrate of First Class or the jurisdiction of a District Court, to grant relief, is confined only to cases, which are actually pending before them. These courts do not have the jurisdiction to grant relief in respect of the apprehended proceedings. But, the High Court is conferred with an additional power under Section 633(2) even to take care of the contemplated proceedings also. The power under Section 633(2) is in addition to the power already available to the High Court under Section 633(1) and also under several other provisions of the Code. Such an additional power cannot be taken to mean the imposition of a restraint or limitation on the jurisdiction of the High Court to grant relief in pending proceedings. The power under Section 633(2) is in addition to the power already available to the High Court under Section 633(1) and also under several other provisions of the Code. Such an additional power cannot be taken to mean the imposition of a restraint or limitation on the jurisdiction of the High Court to grant relief in pending proceedings. In other words, the conferment of an additional power under sub-section (2), to grant relief even in respect of anticipated proceedings, cannot be taken to mean that the power vested in sub-section (1) is taken away. Therefore, with great respect to the learned Judges of several High Courts, I am of the considered view that Section 633(2) does not limit the jurisdiction and powers of the High Court only to "apprehended proceedings". This is an additional power available to the High Court in view of the larger jurisdiction exercised by the High Court in respect of several matters prescribed under the Companies Act. 47. In view of the above, I am unable to sustain the preliminary objection raised by the applicant herein with regard to the maintainability of the main proceedings. Therefore, this application is dismissed. However, it will be open to the applicant herein to file a counter to the main petition on merits and show that the petitioners in the main petition are not entitled on merits, to be relieved of the criminal liability.