2019 (2) TMI 1855 - HC - Companies Law

Principles of natural justice - necessary information as sought by respondent no.3 not provided - only contention urged on behalf of the petitioners for assailing the above order is that the petitioner company has not been afforded an opportunity to be heard as required under Section 234 (7) of Companies Act - HELD THAT - This Court cannot be oblivious of the fact that there are serious allegations against the petitioner company and several complaints were received. The petitioner company has been duly informed of the allegations that it had accepted money from public for allotment of land /plot/development of infrastructure and had failed to discharge its obligations. It is also alleged that the money collected by the petitioner company amounted to the petitioner company floating a collective investment scheme. The impugned order dated 27.03.2012 is set aside - It is directed that the present petitions will be treated as a representation by the Registrar of Companies, who shall afford the petitioner company an opportunity of being heard - Petition allowed by way of remand.

Summary

Issues:
1. Impugning various orders passed under the Companies Act, 1956.
2. Contention regarding the lack of opportunity to be heard under Section 234(7) of the Act.
3. Interpretation of relevant provisions of Sections 234 and 235 of the Act.

Analysis:

1. The judgment involves the impugning of multiple orders issued under the Companies Act, 1956. The petitioners challenged orders passed by the Assistant Registrar of Companies and Serious Fraud Investigation Office (SFIO) against the petitioner company. The petitioners contested the legality of these orders, including directions for investigation and submission of information.

2. The main contention raised by the petitioners was the lack of opportunity to be heard as required under Section 234(7) of the Act. The petitioners argued that they were not given a chance to present their case before the orders were issued. The respondents, however, argued that the petitioner company had been provided with sufficient opportunities to provide the required information and clarification.

3. The judgment delves into the interpretation of Sections 234 and 235 of the Act. Section 234 empowers the Registrar to call for information or explanation from a company, with specific provisions regarding the process to be followed. Section 235 deals with the investigation of a company's affairs by competent persons appointed by the Central Government based on reports or applications received.

4. The Court noted that the petitioners were not given a hearing before the issuance of the initial order, which is a requirement under Section 234(7) of the Act. Citing precedents, the Court emphasized the importance of affording a company the opportunity to be heard before such orders are passed. The Court acknowledged the serious allegations against the petitioner company, including complaints of financial misconduct.

5. Ultimately, the Court set aside the impugned orders and directed the Registrar of Companies to treat the petitions as a representation. The petitioner company was granted an opportunity to be heard, and a specific date was set for the hearing. The Registrar was instructed to consider the company's submissions and determine the applicability of Section 234(1) of the Act.

6. The judgment clarified that failure to comply with the Registrar's orders could lead to penal proceedings as per the Companies Act, 2013. Additionally, orders directing investigation under Section 235 of the Act were also set aside, allowing for further action by the authorities based on reports or public interest.

7. In conclusion, the petitions were disposed of, and all pending applications were also resolved as part of the Court's decision. The judgment aimed to ensure procedural fairness and adherence to legal requirements in matters concerning company affairs and investigations under the relevant provisions of the Companies Act.