Shyam Emco Infrastructure Limited and Basant Kumar Lohia & Ors. v. Registrar of Companies, West Bengal

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The Tax Publishers 2025 TaxPub(CL) 2090 (Cal-HC) IN THE CALCUTTA HIGH COURT RAVI KRISHAN KAPUR J. Shyam Emco Infrastructure Limited and Basant Kumar Lohia & Ors. v. Registrar of Companies, West Bengal CP/1/2025, IA No. CA/1/2025 22 December, 2025 Petitioners by: Jayanta Kumar Mitra, Senior Advocate, Rishav Dutt, Advocate Patrali Ganguly, Advocate, Ms. Shrishti Roy Barman, Advocate Anuj Singh, Advocate. Registrar of Companies by: Shreya Choudhury, Advocate Rashmi Bothra, Advocate, Jeet Barman, Advocate. JUDGMENT *Ravi Krishan Kapur, J.* 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 31-3-2021, 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 16-8-2021 and provided a point wise reply. Subsequently, after a period of seventeen months, the company received a summons dated 21-3-2023 under section 207(3)(b) of the Act, directing the concerned officers of the company including the auditors to be examined on oath personally in relation to the letter dated 31-3-2021. Significantly, the company had timely filed all its financial statements and statutory filings for the relevant periods. Thereafter, the company received a communication dated 2-6-2023 issued under section 206(4) of the Act. By the said communication, the respondent authorities sought for queries and further information on the basis of financial information for the years 31-3-2020, 31-3-2021 and 31-3-2022 respectively and furnished necessary clarifications. Pursuant to the above, the respondent authorities on the ground of alleged violations under section 129(1) read with Schedule III Division II, 6E(I) i, (ii), (iii), (vii) of the Act, section 129(I), Schedule III, 6F (III)(c) of Division II and Schedule III Part I, 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 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 v. Registrar of Companies, West Bengal (2008) 143 Comp Cas 531 (Cal) : 2008 TaxPub(CL) 0295 (CAL), Girdhar Tracom Private Limited v. Registrar of Companies, 2024 SCC OnLine Cal 1671 and AI Champdany Industries Ltd. v. Registrar of Companies 2011 SCC Online Cal 2296. SUBSCRIBE FOR FULL CONTENT

The Tax Publishers 2025 TaxPub(CL) 2090 (Cal-HC)

IN THE CALCUTTA HIGH COURT

RAVI KRISHAN KAPUR J.

Shyam Emco Infrastructure Limited and Basant Kumar Lohia & Ors. v. Registrar of Companies, West Bengal

CP/1/2025, IA No. CA/1/2025

22 December, 2025

Petitioners by: Jayanta Kumar Mitra, Senior Advocate, Rishav Dutt, Advocate Patrali Ganguly, Advocate, Ms. Shrishti Roy Barman, Advocate Anuj Singh, Advocate.

Registrar of Companies by: Shreya Choudhury, Advocate Rashmi Bothra, Advocate, Jeet Barman, Advocate.

JUDGMENT

Ravi Krishan Kapur, J.

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 31-3-2021, 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 16-8-2021 and provided a point wise reply. Subsequently, after a period of seventeen months, the company received a summons dated 21-3-2023 under section 207(3)(b) of the Act, directing the concerned officers of the company including the auditors to be examined on oath personally in relation to the letter dated 31-3-2021. Significantly, the company had timely filed all its financial statements and statutory filings for the relevant periods. Thereafter, the company received a communication dated 2-6-2023 issued under section 206(4) of the Act. By the said communication, the respondent authorities sought for queries and further information on the basis of financial information for the years 31-3-2020, 31-3-2021 and 31-3-2022 respectively and furnished necessary clarifications. Pursuant to the above, the respondent authorities on the ground of alleged violations under section 129(1) read with Schedule III Division II, 6E(I) i, (ii), (iii), (vii) of the Act, section 129(I), Schedule III, 6F (III)(c) of Division II and Schedule III Part I, 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 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 v. Registrar of Companies, West Bengal (2008) 143 Comp Cas 531 (Cal) : 2008 TaxPub(CL) 0295 (CAL), Girdhar Tracom Private Limited v. Registrar of Companies, 2024 SCC OnLine Cal 1671 and AI Champdany Industries Ltd. v. Registrar of Companies 2011 SCC Online Cal 2296.