Shyam Sel and Power Limited and Rahul Gadodia & Ors. v. The Registrar of Companies, West Bengal

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The Tax Publishers 2025 TaxPub(CL) 2091 (Cal-HC) IN THE CALCUTTA HIGH COURT RAVI KRISHAN KAPUR J. Shyam Sel and Power Limited and Rahul Gadodia & Ors. v. The Registrar of Companies, West Bengal CP/2/2025 IA No. CA/1/2025 22 December, 2025 Petitioners by: Jayanta Kumar Mitra, Senior Advocate, Rishav Dutt, Advocate, Patrali Ganguly, Advocate, Shrishti Roy Barman, Advocate and Anuj Singh, Advocate Registrar of Companies by: Shreya Choudhury, Advocate, Rashmi Bothra, Advocate And Jeet Barman, Advocate ORDER *Ravi Krishan Kapur, J.* This is an application under section 463(2) of the Companies Act, 2013 challenging a notice dated December 20, 2024 bearing reference No. ROC/TS/Inquiry-206/052962 issued by the Assistant Registrar of the Companies West Bengal, Ministry of Corporate Affairs (the impugned notice). 2. Briefly, the company namely, Shyam Sel and Power Limited is engaged in the business and sale of iron and steel. The petitioners are the present directors of the company. By a notice dated 8 April 2021, the respondent authorities had sought for financial information and explanations under section 206(1) of the Act. The company duly replied to the notice by a letter dated 25 June 2021 and provided a point wise reply. Subsequently, after a period of eighteen months, the company received a summons dated 14 March 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 8 April 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 20 July 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 of section 129(1) read with Schedule III Division II, 7(c) of Part II of the Act, section 129(I), Schedule III, 6F(III)(c) of Division II and section 129(I) Schedule III Division 6F(i)(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 20-12-2024 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. SUBSCRIBE FOR FULL CONTENT

The Tax Publishers 2025 TaxPub(CL) 2091 (Cal-HC)

IN THE CALCUTTA HIGH COURT

RAVI KRISHAN KAPUR J.

Shyam Sel and Power Limited and Rahul Gadodia & Ors. v. The Registrar of Companies, West Bengal

CP/2/2025 IA No. CA/1/2025

22 December, 2025

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

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

ORDER

Ravi Krishan Kapur, J.

This is an application under section 463(2) of the Companies Act, 2013 challenging a notice dated December 20, 2024 bearing reference No. ROC/TS/Inquiry-206/052962 issued by the Assistant Registrar of the Companies West Bengal, Ministry of Corporate Affairs (the impugned notice).

2. Briefly, the company namely, Shyam Sel and Power Limited is engaged in the business and sale of iron and steel. The petitioners are the present directors of the company. By a notice dated 8 April 2021, the respondent authorities had sought for financial information and explanations under section 206(1) of the Act. The company duly replied to the notice by a letter dated 25 June 2021 and provided a point wise reply. Subsequently, after a period of eighteen months, the company received a summons dated 14 March 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 8 April 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 20 July 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 of section 129(1) read with Schedule III Division II, 7(c) of Part II of the Act, section 129(I), Schedule III, 6F(III)(c) of Division II and section 129(I) Schedule III Division 6F(i)(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 20-12-2024 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.