AI Drafter 
TaxTMI 
TaxTMI 
2025 (7) TMI 806
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....ce Sharad Kumar Sharma, Member ( Judicial ) This Company Appeal is circumscribed in its own peculiar facts and circumstances, and for the purposes of scrutinizing the tenacity of argument as it has been extended by the Ld. Counsel for the Appellant, it becomes inevitable for us to deal with the factual and procedural circumstances under which the Impugned Order has been passed. The Appellant challenges the Impugned Order of 02.04.2025, as it stood rendered in IA(CA)/226/CHE/2024, in CP(CA)/100/CHE/2021, on the ground that, the order is bad in the eyes of the law, since it is not in consonance with the provisions contained under Section 420(2) of the Companies Act, 2013. The argument in this context made by the Ld. Counsel for the Appe....
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....Secretarial Audit, so as to ascertain the position of complaints under Companies Act, 2013. When the matter was taken up, as regards to the various aspects relating to the Companies Act, the Ld. Counsel for the Appellant submitted that, once the Ld. Tribunal has already considered the fact that, appointment of a Practicing Company Secretary (PCS) to conduct the Secretarial Audit was necessary for the purposes of Assessment of Books of Accounts for the period 2015-2023, that has to be a determination, being a specific order of appointment of a Practicing Company Secretary (PCS) for conducting Secretarial Audit. However in our view this would be misreading the order, for the reasons to be given hereunder. The direction given therein in the....
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....Audit was a mandate required to be completed, without there being necessary preconditions available, to require the conduct of Secretarial Audit. The other order, to which the reference has been made, by the Ld. Counsel for the Appellant, is the order of 07.06.2023. This order happens to be an order in continuation to the order of 19.04.2023 where the Ld. Adjudicating Authority has felt it necessary to conduct a Secretarial Audit, for the period from 2015- 2023. The occasion arose for the Ld. Tribunal to pass the order dated 07.06.2023, because, the directions that were given in the order of 19.06.2023, was not being carried out by Respondent No.3. and hence the tribunal itself appointed Sri. K Gaurav Kumar to conduct Secretarial Audit. ....
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....nduct a Secretarial Audit, was not necessary. This fact was affirmed by Mr. Gaurav Kumar, the Practicing Company Secretary, who had confirmed the fact that, the company was not filing any returns before the ROC and therefore there was no actionable point requiring for conducting a Secretarial Audit as directed by the orders of 19.04.2023 and 07.06.2023. Looking to the nature of the impugned order dated 02.04.2025, it will be only an order in continuation to the directions that were issued on 19.04.2023 and 07.06.2023, and in compliance to it, and therefore, the said impugned order will not amount to review or recall of the earlier orders so as to bring it within the ambit of restrictions imposed by the Provision contained under Section 4....
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....f Companies. who could have established that company was in business, thus, the argument extended by the Ld. Counsel for the Appellant is answered against him that, the bar of Section 420(2) of the Companies Act, 2013, will not come into play and the Impugned Order of 02.04.2025, is an order which has been only passed in continuance to the directions issued by the Order of 19.04.2023 and 07.06.2023, by the Ld. Adjudicating Authority. It has to be borne in mind that when the basic parameters are not being satisfied, there couldn't have been any Secretarial Audit. It is not a case of the Appellant that, financial statements, had been filed with the Registrar of Companies, nor he has brought in any material to the contrary to establish ....