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.

JUDGMENT :

RAVI KRISHAN KAPUR, J.

1. This is an application under section 463(2) of the Companies Act, 2013 challenging a notice dated January 1, 2025 bearing reference No. ROC/TS/Inquiry-206/21/126484 issued by the Assistant Registrar of the Companies West Bengal, Ministry of Corporate Affairs (the impugned notice).

2. Briefly, the company namely, Damodar Aluminium Private Limited is engaged in the business of aluminium products. The petitioners are the present directors of the company. By a Summons dated 31 March 2021, the respondent authorities had sought for information and explanation under section 206(1) of the Act followed by another noticed dated 7 February 2023 under section 206(3) of the Act. The company duly replied to the notice by a letter dated 17 February 2023 and provided a point wise reply. Subsequently, the company received another impugned notice dated 7 February 2023, under section 207(3)(b) of the Act, directing the concerned officers of the company including the auditors to be examined on oath pertaining to the financial years 2019-20, 2020-21 and 2021-22 respectively. Thereafter the petitioner received an order dated 19 May 2023 under section 206(4) of the Act. The responses to the same were forwarded by letters dated 7 June 2023 and 8 June 2023. Significantly, the company had timely filed all its financial statements and statutory filings for the relevant periods. Pursuant to the above, the respondent authorities on the ground of alleged violations under section 129(1) read with schedule III Division II, 6B(IV)(a) of the Act section 129(I) read with Schedule III, 6B(V)(I)(c) of Division II and section 129(I) read with Schedule III 6F(i)(II) of Division II of the Act found the company to be in violation of the above provisions of the Act and threatened prosecution against the petitioners by a notice dated 1 January 2025 calling upon the company and directors of the company to file an application for compounding under the Act. In this background, the petitioners have filed this application seeking quashing of the impugned notice and all proceedings connected therewith.

3. On behalf of the petitioner, it is contended that the impugned notice is ex facie barred by limitation. All the financial statement and accounts were readily available with the respondent authorities. There is no case of fraud nor negligence of the directors or any other officer of the company. The company and its directors have all acted bonafide and in good faith. In support of such contentions, the petitioner relies on the decisions in Bhagwati Foods P. Ltd. vs. Registrar of Companies, West Bengal , (2008) 143 Comp Cas 531, Girdhar Tracom Private Limited vs. Registrar of Companies , 2024 SCC OnLine Cal 1671 and AI Champdany Industries Ltd. vs. Registrar of Companies , 2011 SCC Online Cal 2296.

4. On behalf of the respondent it was submitted that the clarification and queries sought for were in good faith and the petitioners always had the option of approaching the respondent authorities for filing applications for compounding of the offences complained of.

5. The relevant sections of the Act are set out below:

129. Financial statement.—

(1) The financial statements shall give a true and fair view of the state of affairs of the company or companies, comply with the accounting standards notified under section133 and shall be in the form or forms as may be provided for different class or classes of companies in Schedule III:

Provided that the items contained in such financial statements shall be in accordance with the accounting standard