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Issues:
- Restraint order against Registrar of Companies - Extension of time for holding annual general meeting and filing accounts - Access to registers and books of account for preparation and filing of accounts - Application under section 633(2) of the Companies Act Restraint Order Against Registrar of Companies: The company petition sought a restraint order against the Registrar of Companies to prevent any criminal proceedings against the petitioners, who were directors of a company, for default in preparing and filing balance-sheets and profit and loss accounts. The petitioners requested relief under sections 159, 166, 210, and 220 of the Companies Act. However, the court noted that section 633(1) of the Act allows for excusing liability if the officer acted honestly and reasonably, and section 633(2) permits officers to seek anticipatory relief if they apprehend legal action. The court emphasized that proceedings under section 633 are for determining civil liability, not criminal prosecution. Extension of Time for Filing Accounts: The petitioners also sought an extension for holding the annual general meeting and filing the balance-sheets and accounts for the relevant years. The court highlighted that section 633 of the Companies Act pertains to civil liability determination and does not address criminal proceedings. The court observed that the petitioners had not shown any loss to the company due to the delays in submitting financial documents. The court noted that the Registrar of Companies had informed the petitioners to submit the required documents along with late fees, indicating a procedural remedy available to them. Access to Registers and Books for Account Preparation: Additionally, the petitioners requested access to registers and books of account to facilitate the preparation and filing of balance-sheets and profit and loss accounts. The court considered the petitioners' plea for protection from anticipated prosecution but reiterated that section 633 of the Companies Act focuses on determining civil liability, not criminal proceedings. The court acknowledged that the impugned notice was issued over a decade ago, yet no prosecution had been initiated, suggesting that the petitioners could still comply with the statutory requirements by submitting the necessary documents along with late fines. Application under Section 633(2) of the Companies Act: The judgment emphasized the interplay between sections 633(1) and 633(2) of the Companies Act, highlighting that anticipatory relief under section 633(2) is contingent upon potential civil liability. The court underscored that the petitioners' case did not demonstrate any loss to the company resulting from the delayed submission of financial documents. Consequently, the court dismissed the petition, emphasizing that section 633 primarily addresses civil liability and does not extend to criminal proceedings.
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