Judgment :

Krishna Rao, J.

1. The petitioners have challenged the notice dated 30th August, 2023, issued by the respondent no.2 under Section 217 of the Companies Act, 2013 for initiating investigation under Section 210 of the Companies Act, 2013.

2. On the basis of a private complaint of one Govind Kumar Sarda, notices under Section 206(5) of the Companies Act, 2013, were issued to the petitioners. On receipt of the notices, the petitioners have provided all requisite information and cooperated for such inspection.

3. On conclusion of inspection and preparation of reports, some of the petitioners received summons from the Learned Court of Chief Judicial Magistrate at Alipore wherefrom the petitioners came to know that the respondents have completed inspection and a report under Section 208 of the Companies Act, 2013 had been filed by the respondent authorities wherein minor violations of Section 129 of the Companies Act, 2013 and minor violation by the Auditor of the Company under Section 143 read with Section 147(2) of the Companies Act, 2013, has been alleged by the respondent authorities.

4. On the basis of the report, winding up petition was also filed against the petitioners under Section 271(c) or 271(e) of the Companies Act, 2013 before the National Company Law Tribunal, Kolkata by the Registrar of Companies, West Bengal. The respondent authorities have accepted the report under Section 208 of the Registrar of Companies and recorded their findings that all the allegations which were made against the Company were found to be wrong and that the petitioner companies are not involved in any such business.

5. Mr. Krishnaraj Thaker, Learned Senior Advocate representing the petitioners submits that in the report submitted under Section 208 of the Companies Act, 2013, there is no recommendation for any investigation under Section 210 of the Companies Act, 2013. The Registrar of Companies ignoring the report filed under Section 208, only to harass the petitioners at the behest of some unknown person and some disgruntled family members without following the due process of law and ignoring the law laid down in the statute have passed an order for investigation under Section 210 of the Companies Act, 2013, which is not permissible under law.

6. Mr. Thaker submits that there are only three conditions when an investigation under Section 210 the Companies Act, 2013, can be made by the Central Government, namely: (a) upon the receipt of a report of the Registrar or inspector under Section 208 of the Companies Act, 2013, (b) upon an intimation of a special resolution passed by a company that the affairs of the company ought to be investigated and (c) in public interest, it may order an investigation into the affairs of the company. He submits that none of the conclusions stipulated in Section 210 exists and thus the initiation of investigation under Section 210 is bad.

7. Mr. Thaker submits that the respondents are acting de hors the law and the provisions of the Companies Act, 2013, again issuing notice under Section 217 of the Companies Act, 2013, for initiation of investigation under Section 210 of the Act of 2013. He submits that though the respondent authorities have prepared positive report and accepted and acting on the same but now ignoring their own report in a clandestine and mechanical way proceeding for further investigation which the law does not permit.

8. Mr. Thaker submits that based on the similar facts, the Company, namely, Ankur Tie Up Private Limited had filed a writ petition challenging the action of the respondent authorities in WPA No. 24360 of 2023 and the Coordinate Bench of this Court set aside the notices for further inspection under Section 217 of the Act of 2013.

9. The petitioners in support of their submissions, have relied upon the following judgments:

(i) Parmeshwar Das Agarwal vs. Additional Director (Investigation) reported in (2016) 199 Comp Cas 353.

(ii) Barium Chemicals Ltd. vs. Company Law Board reported in (