9911796707
TMI Blog2011 (3) TMI 1244X X X X Extracts X X X X X X X X Extracts X X X X ..... 7 are its Directors. Petitioner No.8 is the Company Secretary of the Company and Petitioner No.9 is the whole time Director and CEO of the Company. The facts leading to filing of this petition are that during September/October 2007, the Assistant Director (Inspection) conducted inspection of books of accounts and records of the Companies under Section 209-A of the Act by the orders of the Regional Director, Ministry of Company Affairs. After completion of inspection, by letter dated 19.3.2008, the Assistant Director (Inspection) alleged violation of certain provisions of the Companies Act and sought for explanations/clarifications from the Company. Annexure-1 is the letter written to the Company indicating the alleged contraventions of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uch 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 sub-section (1). (3) No Court shall grant any relief to any officer under sub-section (1) or sub-section (2) unless it has, by notice served in the manner specified by it, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f affairs of the company as at the end of the financial year and shall, subject to the provisions of the said section, be in the form set out in Part I of Schedule VI, or as near thereto as circumstances admit or in such other form as may be approved by the Central Government either generally or in any particular case; and in preparing the balance-sheet due regard shall be had, as far as may be, to the general instructions for preparation of balance-sheet under the heading "Notes" at the end of that Part. Referring to sub-section (2) of the said Section, it was contended that every profit and loss account of a company shall give a true and fair view of the profit or loss of the company for the financial year and shall, subject as aforesaid, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , notices have been issued by the ROC to the petitioners and in the event the ROC is of the view that the explanation submitted is not satisfactory, it is open for him to launch prosecution under the provisions of the Act. 5. From the documents attached to the petition, it appears that on the basis of Annexure-1, the ROC has issued six notices indicating the contraventions of different accounting standards. The allegations contained in the notice and the replies given by the Company are mentioned hereunder in a tabular sheet. Reference of Show Section Allegation in brief Reply Notice No.1 211(3A) read with AS-22 Break up of deferred tax assets/ liabilities Represents single item 211(3A) read with AS-13 Profit on sale of i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 01% of 211 read with Part-I I of Schedule Dividend on foreign shareholding is Remittance is in Indian rupees only to 211 read with Part-I I of Schedule Quantities in respect of self consumption Not mandatory for self 211 read with Part-II of Schedule VI Interest paid on debenture is not shown Debentures are also loans for fixed period and Notice No.3 Section 292(1) Inter corporate borrowings Board passed resolution authorizing Notice No. 4 Section 217(1)(e) Director report Disclosure about energy Grades of for refractory are the same as Notice No. 5 217(2A) Directors Report disclosure Disclosure is made Notice No. 6 217(2AA) Disclosure about Disclosure is made From these allegations and repl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , the position must be such that the person to be excused is shown to have acted honestly. Secondly, he must be shown to have acted reasonably. And thirdly, it must be shown that, having regard to all the circumstances of the case, he ought fairly to be excused. There is no allegation that the petitioners have acted dishonestly or unreasonably and in absence of any such allegation, they are to be excused. There is also nothing on record to show that due to non-observance of the accounting standards as alleged, any of the shareholders of the Company is affected. There is not a single complaint by any of the shareholders of the Company so far as maintenance of the accounts is concerned. The inference is that the Company has tried its best to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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