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TMI Blog2024 (2) TMI 1095X X X X Extracts X X X X X X X X Extracts X X X X ..... ases including where an Officer of a Company has reason to apprehend that any proceeding will be brought against him in respect of any negligence, default, breach of duty, misfeasance or breach of trust. The High Court in such cases has the same power to relieve the Officer on an application made by him / her as it would have had it 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 section 463(1) of the Act. 3. The application arises out of a notice issued by the Ministry of Corporate Affairs, more specifically by the Deputy Registrar of Companies, West Bengal, where the Company was charged with contravention under several sections of the Companies Act, 1956 and the Act of 2013. The Notice was also sent to the petitioners as Officers and Directors of the Company. The petitioners were asked to submit their para-wise comments to the points along with documentary evidence within 15 days from the date of the Notice as to why necessary action including prosecution as contemplated under the respective provisions of the Companies Act, 1956 / 2013 would not be taken against the Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tes are undisputed and relevant to the adjudication. 7. The petitioner received the first Inquiry Notice dated 6.11.2018 issued by the Office of the ROC under section 206(4) of The Companies Act, 2013 enclosing an anonymous complaint received by the ROC. The petitioner replied to this Notice on 20.11.2018 requesting the ROC to drop the matter in view of the complaint being devoid of merit. The petitioner however provided the answers to the notice. The ROC issued a show cause notice dated 22.11.2018 to the petitioners on the allegation that no reply was given to the first Inquiry Notice. The Company replied on 28.11.2018 to the show cause notice. 8. A second Inquiry Notice was issued by the ROC on 3.1.2019 under section 206(4) of the Act of 2013 enclosing another anonymous complaint received by the ROC. The Company replied to this Notice on 18.1.2019. Thereafter, the ROC issued a third Inquiry Notice again under section 206(4) of the 2013 Act enclosing a third anonymous complaint received by the ROC. The Company replied to the third Inquiry Notice on 23.5.2019. 9. The Deputy ROC thereafter issued a Notice for inspection under section 207 of the Act for inspection of the books of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ines the scope of interference by a Court where it appears to the Court that the Officer has acted honestly and reasonably and there are other fit circumstances; vi) Which warrants an order from the Court excusing the Officer and relieving him / her wholly or partly of the liability on appropriate terms. 14. The petitioners, in the present case fulfill all the criteria set out above. The petitioners had reasons to apprehend that a criminal proceeding may be initiated against them. The reason for such apprehension was that the respondents had issued a preliminary findings letter to a Group Company of Girdhar Tracom, namely, Shivpujan Vyapaar Private Limited on the same date i.e. 6.10.2020. The respondent instituted criminal proceedings against the Group Company of which the petitioner nos. 2 and 4 are Directors. The petitioners in this case have acted honestly, reasonably and with diligence, which would be evident from at least 9 of the replies sent by the petitioners on behalf of the Company to each and every Inquiry Notice / Notice for Inspection together with the letters / mails for further documents from the Company. 15. Section 463(2) makes it clear that the High Court has ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e power vested on the High Court under section 463(2) is in addition to the powers vested under section 463(1) of the 2013 Act. The writ petition was filed at a time when the petitioners had reasons to apprehend that a proceeding will or may be brought against the petitioners in respect of negligence, default, breach of duty, misfeasance or breach of trust. The Supreme Court in Visram Financial Services (P) Ltd. vs. V. Rajendran; (2018) 209 Comp Cas 400 held that the affected parties can approach the High Court even after receipt of summons in a criminal complaint and that the power of the High Court to grant relief in such cases cannot be interpreted in a restricted sense. In Ai Champdany Industries Ltd. vs. Registrar of Companies; (2012) 2 CHN 255 a Co-ordinate Bench held that cognizance of the alleged offences was barred at the time of filing of the application under section 633(2) of the Companies Act, 1956, which is pari materia to section 463(2) of the Companies Act, 2013. A Single Bench of the Madras High Court in Arathi Krishna vs. The Registrar of Companies in C.P No. 6 to 9 of 2019 was of the view that the court has power to grant relief under section 463(1) and (2) of th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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