TMI Blog2021 (6) TMI 31X X X X Extracts X X X X X X X X Extracts X X X X ..... er clarification/enquiry. Admittedly, no final orders have been passed on the respective second respondents' complaints under section 206 (7) which empowers the Registrar of Companies to punish the company and every officer of the company in the event of the company failing to furnish any information or explanation or produce any document required under section 206 of the Act. In the case on hand, the impugned summons have been issued by the Registrar of Companies only in accordance with the procedure contemplated under Section 206(4) of the Companies Act. The Registrar of Companies has also given reasons for seeking further explanation from the directors of the respective companies. He has observed that the respective directors of the respective companies have not produced the dispatch proof and the acknowledgement proof for having sent the notices to all the directors for conducting Board Meeting from 01.04.2019 to 10.07.2020 - this Court is of the considered view that these writ petitions have been filed prematurely, even before passing of any adverse orders by the Registrar of Companies against the respective petitioners. Petition disposed off. - W.P. Nos.1338, 1340 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .2020, 17.12.2020 and 17.12.2020 to the respective petitioners calling for explanation and calling upon them to appear for enquiry. 3. Aggrieved by the aforesaid summons, the respective petitioners have filed these writ petitions. Since the issue involved in all these writ petitions are one and the same, this Court disposes of these writ petitions by a common order. 4. Heard Mr.Vijay Narayan, learned Senior Counsel assisted by Mr.Y.Prakash, learned counsel appearing for the petitioner in all Writ petitions; Ms.P.J. Anitha, learned Central Govt. Standing counsel appearing for the 1st respondent in all Writ Petitions; Mr.V.Lakshmi Narayanan, learned counsel appearing for the 2nd respondent in W.P. No.1338 of 2021; Mr.Karthik Seshadri for Mr.K.Aravintha Bharathi, learned counsel appearing for the 2nd respondent in W.P. No.1340 of 2021; Mr.S.Elambharathi, learned counsel appearing for the 2nd respondent in W.P. No.1341 of 2021 and Mr.M.K.Kabir, learned Senior Counsel assisted by Ms.J.Johnsy Greeta, learned counsel appearing for the 2nd respondent in W.P. No.1345 of 2021. 5. Mr.Vijay Narayanan, learned Senior counsel drew the attention of this Court to the complaint dated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have filed these writ petitions to stall the investigation which the first respondent under section 206 of the Companies Act, 2013 is statutorily empowered. Hence according to him, these writ petitions are not maintainable. 8. Ms.P.J. Anitha, learned Central Government Standing counsel for the 1st respondent after drawing the attention of this Court to the counter affidavit filed by the 1st respondent would submit that only in accordance with the statutory powers stipulated under Section 206 of the Companies Act, 2013, the 1st respondent has issued the impugned summons to the respective petitioners. 9. It is settled law that a summon issued under a statutory provision can be challenged only, if it has been issued without jurisdiction and without authority under law. 10. Section 206 of the Companies Act reads as follows :- Power to Call for Information, Inspect Books and Conduct Inquiries (1) Where on a scrutiny of any document filed by a company or on any information received by him, the Registrar is of the opinion that any further information or explanation or any further documents relating to the company is necessary, he may by a written notice ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed that the Central Government may, if it is satisfied that the circumstances so warrant, direct the Registrar or an inspector appointed by it for the purpose to carry out the inquiry under this sub-section: Provided further that where business of a company has been or is being carried on for a fraudulent or unlawful purpose, every officer of the company who is in default shall be punishable for fraud in the manner as provided in section 447. (5) Without prejudice to the foregoing provisions of this section, the Central Government may, if it is satisfied that the circumstances so warrant, direct inspection of books and papers of a company by an inspector appointed by it for the purpose. (6) The Central Government may, having regard to the circumstances by general or special order, authorize any statutory authority to carry out the inspection of books of account of a company or class of companies. (7) If a company fails to furnish any information or explanation or produce any document required under this section, the company and every officer of the company, who is in default shall be punishable with a fine which may extend to one lakh rupees and in the c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... such when the adjudicatory fora are seized of the matter viz., the issues between the parties, the respondent No.1 cannot hold any enquiry with regard to the same. e) The proceedings arising out of the complaint dated 06.07.2020 of the Respondent No.2 which is pending before the civil Court for adjudication, the Respondent No.1 has no jurisdiction to conduct enquiry with regard to the same issue. f) When the parties are already mediating amongst themselves before the Mediators appointed by the Hon'ble High Court, the question of Section 206 of the Companies Act, will not arise. g) When the respective petitioners' Companies have decided not to press the Resolutions dated 02.07.2020, removing the 2nd respondent and his family members as Directors, the question of Section 206 of the Companies Act, will not arise as the very basis for the issuance of impugned notice under Section 206 no longer survives. h) The Notices dated 16.12.2020, 17.12.2020, 17.12.2020 and 17.12.2020 issued under Section 206 (4) of the Act pre supposes a preliminary enquiry and only upon non compliance of the requirements, their enquiry or inspection of records is contemplated whereas ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce issued to all the directors for conducting Board Meeting from 01.04.2019 to 10.07.2020 and copy of Board resolution from 01.04.2019 to 10.07.2020 was not furnished. 17. Under the impugned summons, the Registrar of Companies has observed that it is not clear as to whether the respective petitioners have complied with the provisions of Section 167 and Section 169 of the Companies Act, 2013, as the case may be, for vacating/removal of the directors or not and only for the said purpose, as contemplated under section 206(4) of the companies Act, the impugned summons have been sent to the respective petitioners for further clarification/enquiry. Admittedly, no final orders have been passed on the respective second respondents' complaints under section 206 (7) which empowers the Registrar of Companies to punish the company and every officer of the company in the event of the company failing to furnish any information or explanation or produce any document required under section 206 of the Act. Even before any adverse order has been passed against the respective petitioners under section 206 of the Companies Act, the respective petitioners have filed these writ petitions premat ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
