HEMAL A. KANUGA Vs. REGISTRAR OF COMPANIES

JUDGEMENT

(1.) CHALLENGE made in this group of 15 petitions is against the purported show -cause notice dated 28.11.2007 issued by the respondent i.e. Registrar of Companies, Gujarat to the Officers and/or Directors of Suzlon Energy Limited alleging violation of the provisions contained in different Sections of the Companies Act, 1956. The petitioners have sought excuse in respect of any offence, if committed, by the petitioners, by invoking the provisions contained in Section 633(2) of the Act. The petitioners are apprehending that the respondent may prosecute the petitioners for the alleged violation of the provisions contained in different Sections of the Act.

(2.) IT is the case of the petitioners that the Company's balance sheet at the end of every financial year duly records the true and fair financial position. The profit and loss account of the said Company at the end of every financial year duly records the true and fair profit and loss position of the Company for such period. On instructions of Ministry of Corporate Affairs, the office of Regional Director under Section 209A of the Companies Act, 1956 had ordered inspection of the Books of Accounts and other records etc. of the Company. The Company duly provided free and fair inspection of the books of accounts and other records to the Regional Director. After completion of the said inspection, the Regional Director on 12.09.2007 issued a letter to the Company alleging that various irregularities of the violation of the provisions of the Act were noticed and the Company was requested to furnish explanation / reply within 10 days as to why proceedings should not be launched against it for the alleged violations of the said Act. The Company, vide its letter dated 25.09.2007 replied to all queries raise by the Regional Director where from contention of the petitioners, that they have acted honestly, reasonably, bonafide and diligently and had not violated any of the provisions of law.

(3.) ON 08.01.2008, after hearing learned Senior Counsel Mr. S.N. Soparkar for Nanavati Associates for the petitioners and after considering the facts stated and averments made in the petitions as well as after considering the nature of alleged offences and explanation tendered by the Company, the Court has issued notice making it returnable on 11.01.2008 and granted ad -interim relief to the effect that if the respondent has not filed prosecution by this time, he must stay his hands till the returnable date.