A notice issued beyond the statutory limitation period for enforcement actions is invalid and quashed.

PRAYER : Petition filed under Article 226 of the Constitution of India, to issue a Writ of Certiorari, to call for the records and quash the notice dated 15.03.2022 bearing Ref. No.ROC(SR) / CMS / 96/ Neo Neem/ 2021 issued by the respondent herein, namely, the Deputy Registrar of Companies, Office of the Registrar of Companies, Tamil Nadu.

For Petitioner(s): Mr.S.Ravi, Senior Counsel for Gupta and Ravi Mr.C.Manohar Gupta For Respondent(s): Mr.K.Subbu Ranga Bharathi CGC

Order

This Writ Petition has been filed to call for the records and quash the notice dated 15.03.2022 bearing Ref. No.ROC(SR) / CMS / 96/ Neo Neem/ 2021 issued by the respondent herein, namely, the Deputy Registrar of Companies, Office of the Registrar of Companies, Tamil Nadu.

2. Heard the learned Senior Counsel for the petitioners and the learned Central Government Standing Counsel appearing for the respondent.

3. The learned Senior Counsel for the petitioners would submit that the impugned show cause notice was issued on 15.03.2022 for the alleged violation of non-compliance of the provisions of Section 96 of the Companies Act, with regard to the failure on the part of the petitioners to convene the Annual General Meeting for the financial year 2016-17. As per the provisions of the said Act, the Annual General Meeting for the financial year 2016-17 should be convened on or before 30.09.2017. In the present case, due to various reasons, the Meeting was not convened within the stipulated time, however, the Meeting was convened on 24.03.2018 for the financial year 2016-17. Even in the case of violation of the provisions of the Act in convening the Annual General Meeting, the respondent should have initiated action within 6 months from the date of knowledge of the commission of the offence by the petitioners. If any default is made in holding a Meeting of the Company, under Section 96 of the Companies Act, the Company and every officer of the Company is only liable to be punished only with fine. Therefore, he would submit that in the present case, the issuance of show cause notice dated 15.03.2022 is barred by limitation. 4. The learned Central Government Standing Counsel appearing for the respondent would submit that due to Covid-19 pandemic, the respondent was not in a position to issue the show cause notice in time. The respondent had issued the impugned notice immediately after he came to know about the commission of offence on the part of the petitioners. Hence, prayed for dismissal of this Writ Petition.

5. In the present case, the impugned show cause notice was issued on

15.03.2022, for the alleged violation of non-compliance of the provisions of Section 96 of the Companies Act, 2013. Section 96 of the said Act dealt with the aspect of convening the Annual General Meeting. The time limit provided under Section 96 is on or before 30^th September of every year. In the present case, for the financial year 2016-17, the last date for convening the meeting is

30.09.2017. Admittedly, no Annual General Meeting was convened for the financial year 2016-17 within the stipulated time and there was a delay in convening the Meeting and finally, the petitioners had convened the Meeting on 24.03.2018. Subsequent to the Meeting, the returns have also been filed. Thereafter only, the respondent has got the knowledge about the delay in convening the Meeting in the month of March 2018. The time limit provided for convening the Annual General Meeting under Section 96 is within a period of six months. Under Section 99 of the Companies Act, the non-convening of the Annual General Meeting is a punishable offence with fine amount. Section 99 of the Companies Act is extracted hereunder:

“99. Punishment for default in complying with provisions of Sections 96 to 98:-

If any default is made in holding a meeting of the company in accordance with Section 96 or Section 97 or Section 98 or in complying with any d