Jawahar Lal Gupta, C.J.

Can a person convicted under Sec. 454(5) of the Companies Act, 1956 by a Single Judge of this Court file an appeal before a Division Bench under Sec. 483 of the Act or only before the Supreme Court under Sec. 374(1) of the Code of Criminal Procedure, 1973? This is the short question that has been referred to the Full Bench. The relevant facts may be briefly noticed.

2. A Company Petition, viz., C.P.No. 2 of 1987 was filed against M/s Mittal Steel Re-rolling and Allied Industries Limited. On February 8, 1988, an order for the winding up of the Company was passed. The Official Liquidator was appointed as the Liquidator of the Company. On May 26, 1988 the Official Liquidator filed C.A. No. 162 of 1988 with the prayer that the Directors of the Company be directed to file the statement of affairs of the Company. Despite extension of time the needful was not done. Thus, he filed a complaint alleging that the Directors were liable to be punished under Sec. 454(5) read with (5A) of the Companies Act.

3. The complaint was considered by the learned Single Judge. Vide order dated September 24, 2002, the first appellant was convicted and sentenced to pay a fine of Rs. 25,000/-. The second appellant was held liable to pay a fine of RS. 10, 000/-. In case of default, they were to undergo sentence of simple imprisonment for a period of one year and six months respectively.

4. Aggrieved by the order of the learned Single Judge, the two appellants filed an appeal under Sec. 483 of the Act. When the appeal was posted for hearing before a Division Bench, an objection to its maintainability was raised in view of the provision contained in Sec. 374(1) of the Code of Criminal Procedure. The Division Bench considered the matter. On behalf of the appellants, reliance was placed on a Division Bench judgment of this Court in C.S. Krishna Iyer v. Official Liquidator (1985 KLT 942) to contend that the appeal was maintainable under Sec. 483 of the Act. The Bench, however, felt that the provisions of Sec. 374(1) of the Code had not been considered. Thus, the decision in krishna Iyer's case (supra) required re-consideration. Consequently, the matter was referred to the Full Bench.

5. Counsel for the parties have been heard. Mr. Kalliath, learned counsel for the appellants contended that in view of the provisions contained in Sec. 483 of the Act, the appeal was maintainable. On the other hand, Mr. Moni, learned counsel for the respondents submitted that in view of the provision contained in Sec. 374(1) of the Code, the appeal could be filed only before Hon'ble the Supreme Court. Thus, the short question that arises for consideration is - is the appeal filed by the appellants under S. 483 of the Companies Act incompetent in view Sec. 374(1) of the Code of Criminal Procedure?

6. A brief reference to the relevant provisions of the Code of Criminal Procedure, 1973, is essential. Sec. 4(1) inter-alia provides that all offences under the Indian Penal Code shall be “investigated, inquired into, tried and otherwise dealt with” according to the provisions contained in the Code. Clause (2) provides as under:

"(2) All offences under any other law shall be investigated, inquired into, tried and otherwise dealt with according to the same provisions, but subject to any enactment for the time being in force regulating the manner or place of investigating, inquiring into, trying or otherwise dealing with such offences." (Emphasis supplied)

A perusal of the above provision shows that an offence falling outside the Indian Penal Code has also to be "investigated, inquired into, tried and otherwise dealt with" according to the procedure prescribed in the Code. This is, however, subject to "any enactment for the time being in force regulating the manner or place of investigating, inquiring into, trying or otherwise dealing with such offences." Thus, in a case where the offence falls outside the Indian Penal Code, its trial etc. are subject to the prov