1. This Petition under Section 633(2) of the Companies Act, 1956 read with Rule 11(a) (23) of the Companies (Court) Rules, 1959 has been filed by the Directors of M/s.Auberge Hotels Private Limited, for quashing the proceedings initiated against the directors for the alleged contravention of Sec.628 of the Companies Act, in pursuance to the show cause notice No.DN/884/ 209A/628/2010 dated 16th November, 2010 issued by the respondent.

2. The petitioners are the directors of M/s.Auberge Hotels Private Limited, engaged in the business of a hotel. Sri.Dilip Kapur is the Managing Director of the Company. The other two directors are also his family members.

3. The Company filed a balance sheet duly approved by the Board of Directors in the Annual General Meeting, with the Registrar of Companies. The requirement of Sec.220 was fulfilled as the requisite documents were filed and the balance sheet was signed by two of the Directors. The balance sheet was required to be accompanied by e-form 23AC as the balance sheet was filed electronically with the Registrar of Companies.

4. Though there is no allegation of any mis-statement or mis-leading information in the balance sheet, the a