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IN THE HIGH COURT AT CALCUTTA
RAVI KRISHAN KAPUR
Shyam Emco Infrastructure Limited – Appellant
Versus
Registrar of Companies West Bengal – Respondent
| Table of Content |
|---|
| 1. challenge against the impugned notice. (Para 1 , 2) |
| 2. petitioner's arguments on limitation. (Para 3 , 4) |
| 3. relevant sections of companies act presented. (Para 5) |
| 4. nature of alleged contraventions explained. (Para 7 , 8 , 9) |
| 5. discussion on limitation period. (Para 10 , 12) |
| 6. critique of the impugned notice process. (Para 13) |
| 7. registrar's role clarified. (Para 14) |
| 8. final orders in favor of petitioners. (Para 15) |
JUDGMENT :
RAVI KRISHAN KAPUR, J.
1. This is an application under section 463(2) of the Companies Act, 2013 challenging a notice dated December 12, 2024 bearing reference No. ROC/TS/Inquiry-206/21/116306/8941 issued by the Assistant Registrar of the Companies West Bengal, Ministry of Corporate Affairs (the impugned notice).
2. Briefly, the company namely, Shyam Emco Infrastructure Limited is engaged in construction activities. The petitioners are the present directors of the company. By a notice dated 31 March 2021, the respondent authorities had sought for information and explanations under section 206(1) of the Act. The company duly replied to the notice by a letter dated 16 August 2021 and provided a point wise reply. Subsequently, after a period of seve
The notice for financial reporting violations was quashed due to it being time-barred and issued without sufficient consideration of the company's responses.
The issuance of regulatory notices for technical violations under Company law must respect limitation periods and demonstrate substantive grounds for action rather than mechanical issuance of notices....
The court emphasized that minor technical violations of accounting regulations do not warrant prosecution when there is no evidence of malfeasance or bad faith by the directors.
The principle of audi alteram partem mandates that a company must be given a reasonable opportunity to respond to show cause notices before any penal action is taken under the Companies Act.
The importance of providing a reasonable opportunity of being heard and considering comprehensive detailed replies before taking further action under the Companies Act, 2013.
A notice issued beyond the statutory limitation period for enforcement actions is invalid and quashed.
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