Sections 236 and 237 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
The Code creates offences, mostly in Part II (sections 68 to 77A) and Part III (sections 184 to 187). Sections 236 and 237 say who tries them and how. Section 236 sends offences under the Code to the Special Court established under the Companies Act, 2013, allows a court to take cognizance only on a complaint by the Board, the Central Government or a person it authorises, and applies the Code of Criminal Procedure, 1973 to the proceedings. Section 237 gives the High Court its appeal and revision powers over a Special Court. This article follows the IBBI consolidated text of the Code amended up to 12 August 2021.
Offences under the Code are tried by the Special Court established under Chapter XXVIII of the Companies Act, 2013, "notwithstanding anything in the Code of Criminal Procedure, 1973". No court may take cognizance of an offence except on a complaint made by the Board, the Central Government or a person the Central Government authorises. The Special Court is deemed a Court of Session and the prosecutor a Public Prosecutor. The High Court exercises the powers of Chapters XXIX and XXX of that Code as if the Special Court were a Court of Session in its local limits.
Section 236(1): the forum
"Notwithstanding anything in the Code of Criminal Procedure, 1973 (2 of 1974), offences under this Code shall be tried by the Special Court established under Chapter XXVIII of the Companies Act, 2013 (18 of 2013)."
- Scope: "offences under this Code". The Code's offences are set out in its own sections; see our post on offences under sections 68 to 73 and, for individuals, offences and penalties in Part III.
- Forum: the Special Court established under the chapter of the Companies Act, 2013 named in the text.
- Override: the opening words displace any inconsistent provision of the Code of Criminal Procedure, 1973.
The text of the other Acts is not reproduced here. The references are quoted as printed, and the reader should check the current law for the corresponding provisions of the Companies Act, 2013 and the Code of Criminal Procedure, 1973.
Section 236(2): who may start a prosecution
"No Court shall take cognizance of any offence punishable under this Act, save on a complaint made by the Board or the Central Government or any person authorised by the Central Government in this behalf."
- Bar: no court takes cognizance "save on a complaint".
- Who may complain: the Board, the Central Government, or any person authorised by the Central Government in this behalf. A creditor, debtor or other private person is not named.
- Wording: the sub-section says "this Act", where other parts say "this Code". The word is quoted as printed.
A creditor who believes an offence has been committed therefore does not file the complaint itself under this sub-section; the text routes it through the persons named. Anyone weighing how to raise a suspected offence can take legal dispute resolution advice on the proper channel.
Section 236(3): procedure
"The provisions of the Code of Criminal Procedure, 1973 shall apply to the proceedings before a Special Court and for the purposes of the said provisions, the Special Court shall be deemed to be a Court of Session and the person conducting a prosecution before a Special Court shall be deemed to be a Public Prosecutor."
Two deemings: the Special Court is deemed a Court of Session; the person conducting the prosecution is deemed a Public Prosecutor. The Code of Criminal Procedure, 1973 otherwise applies.
Section 236(4): presence of the complainant
"Notwithstanding anything contained in the Code of Criminal Procedure, 1973, in case of a complaint under sub-section (2), the presence of the person authorised by the Central Government or the Board before the Court trying the offences shall not be necessary unless the Court requires his personal attendance at the trial."
So the authorised person, or the Board's representative, need not attend unless the Court requires personal attendance. The text reads "the person authorised by the Central Government or the Board"; it does not say who represents the Central Government itself.
Section 237: appeal and revision
"The High Court may exercise, so far as may be applicable, all the powers conferred by Chapters XXIX and XXX of the Code of Criminal Procedure, 1973 (2 of 1974) on a High Court, as if a Special Court within the local limits of the jurisdiction of the High Court were a Court of Session trying cases within the local limits of the jurisdiction of the High Court."
- Which court: the High Court within whose local limits the Special Court sits.
- What powers: those conferred on a High Court by the two Chapters named, "so far as may be applicable".
- Fiction: the Special Court is treated as a Court of Session trying cases within those limits.
- Silent points: the section does not print time limits, grounds or the form of an appeal or revision. Those are for the Code of Criminal Procedure, 1973, which this article does not explain.
Example (invented). The Board forms the view that a person has committed an offence under the Code. The Board (or the Central Government, or a person it authorises) files a complaint before the Special Court. The Special Court, deemed a Court of Session, tries the offence under the Code of Criminal Procedure, 1973. The authorised person need not be present unless the Court requires it. If a party is aggrieved by the outcome, section 237 lets the High Court exercise the appeal and revision powers of Chapters XXIX and XXX as if the Special Court were a Court of Session.
| Step | Provision | Who | Text |
|---|---|---|---|
| Forum | 236(1) | Special Court | Established under Chapter XXVIII of the Companies Act, 2013 |
| Start | 236(2) | Board, Central Government or authorised person | Complaint; no cognizance otherwise |
| Procedure | 236(3) | Special Court | Code of Criminal Procedure, 1973 applies; deemed Court of Session |
| Attendance | 236(4) | Complainant's authorised person | Not necessary unless the Court requires |
| Appeal and revision | 237 | High Court | Chapters XXIX and XXX of that Code, as if Special Court were a Court of Session |
Related sections
Section 233 gives protection for good-faith action (see article 134), and section 235A in its substituted form deals with civil penalties imposed by the Adjudicating Authority (article 136). The Amendment Act, 2026 omits sections 74 and 76; Explanation II to the new section 235A saves prosecutions pending, and punishments imposed, on and before the date of commencement.
The Amendment Act, 2026
The Insolvency and Bankruptcy Code (Amendment) Act, 2026 (No. 6 of 2026) does not amend sections 236 or 237. The Amendment Act, 2026 comes into force on the date or dates the Central Government notifies; the notification is not in the texts consulted, so check whether any related change has been notified.
Amendments and notifications made after 12 August 2021, other than the Amendment Act, 2026, are not in the texts consulted and should be checked.
Need help with an offence or a prosecution under the Code?
If you are a director, professional or officer facing a complaint, or a creditor who suspects an offence, the first step is to identify who may complain and before which court. We can review the facts and the sections in legal dispute resolution support.
Key takeaways
- Offences under the Code are tried by the Special Court established under Chapter XXVIII of the Companies Act, 2013.
- Cognizance is only on a complaint by the Board, the Central Government or a person authorised by it.
- The Code of Criminal Procedure, 1973 applies; the Special Court is deemed a Court of Session.
- The authorised person's presence is not necessary unless the Court requires it.
- The High Court has appeal and revision powers under Chapters XXIX and XXX of that Code, as if the Special Court were a Court of Session.
Read next
- Section 238: provisions of the Code to override other laws
- Section 235A: power of the Adjudicating Authority to impose penalties
- Offences under sections 68 to 73 of the IBC
- Sections 231 to 233: bar of jurisdiction, public servants and protection of action in good faith
Disclaimer: Based on the IBBI consolidated text of the Insolvency and Bankruptcy Code, 2016 amended up to 12 August 2021 and on the Insolvency and Bankruptcy Code (Amendment) Act, 2026 (No. 6 of 2026), which comes into force on the date or dates notified by the Central Government, as consulted on 2 October 2026. It explains the words of the statute only; commencement notifications, other amendments made after 12 August 2021, notified thresholds, the rules and IBBI regulations, and the way tribunals and courts apply these sections should be checked. This article is general information, not legal advice; check the official text before acting.