TaxTMI 
TaxTMI 
2026 (3) TMI 1087
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....n of reports, some of the petitioners received summons from the Learned Court of Chief Judicial Magistrate at Alipore wherefrom the petitioners came to know that the respondents have completed inspection and a report under Section 208 of the Companies Act, 2013 had been filed by the respondent authorities wherein minor violations of Section 129 of the Companies Act, 2013 and minor violation by the Auditor of the Company under Section 143 read with Section 147(2) of the Companies Act, 2013, has been alleged by the respondent authorities. 4. On the basis of the report, winding up petition was also filed against the petitioners under Section 271(c) or 271(e) of the Companies Act, 2013 before the National Company Law Tribunal, Kolkata by the Registrar of Companies, West Bengal. The respondent authorities have accepted the report under Section 208 of the Registrar of Companies and recorded their findings that all the allegations which were made against the Company were found to be wrong and that the petitioner companies are not involved in any such business. 5. Mr. Krishnaraj Thaker, Learned Senior Advocate representing the petitioners submits that in the report submitted under Se....
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....ta Puri vs. Union of India in W.P. (C) 261/2025 & CM APPL. 1249/2025, 5825/2025. (v) Alchemist Infra Reality vs. Union of India being W.P. (C) 7529/2012 & CM APPL. 19148/2012, 14112/2014. (vi) Nazir Ahmad vs. King Emperor reported in AIR 1936 PC 252 (2). (vii) Municipal Corporation of Greater Mumbai vs. Abhilash Lal reported in (2020) 13 SCC 234. 10. Mr. Kumar Jyoti Tewari, Learned Senior Advocate representing the respondents submits that in the order dated 11th May, 2022, issued by the respondent no.2, it is categorically mentioned that Regional Director, Eastern Region vide a letter dated 11th June, 2021, has submitted a proposal for investigation of all the group of companies of Sarda (Ghanshyam/ Govind Kumar) group of companies and the matter has been considered by the Ministry and it is of the view that the matter is serious in nature and therefore investigation of all the companies may be ordered under Section 210(1)(a)&(c) of the Companies Act, 2013, to be conducted by the Regional Director, Eastern Region and the Regional Director, Northern Region for 162 and 24 companies respectively and to submit consolidated report by both Regional Directors....
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....spection, a report under Section 208 was submitted. Conclusion of the report reads as follows: "CONCLUSION It is observed that complaints are made by Govind Kumar Sarda Group and Ghanshyam Sarda Group through their associates against each other. These complaints have been filed before various authorities like PMO, SEBI, ED, CBI, Income Tax Department and others. All these complaints have been rerouted to Ministry of Corporate Affairs to examine the facts of the complaints. Analysis of all the complaints which has come through inspection and LLPs for which investigation has been ordered by the Ministry of Corporate Affairs. Major facts of allegations are operation of shell companies, tax evasion, siphoning of funds & diversion of funds, fraud on bank loans etc. During the course of inspection, books of accounts and other papers of the company are examined and no instance of such allegation has been found in the present company. However, during the course of inspection some violation and irregularities of the Companies Act are observed/ detected and same are reported in this report under Part-A, B, C and D. It is also observed that both the groups ....
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....der is passed by a court or the Tribunal in any proceedings before it that the affairs of a company ought to be investigated, the Central Government shall order an investigation into the affairs of that company. (3) For the purposes of this section, the Central Government may appoint one or more persons as inspectors to investigate into the affairs of the company and to report thereon in such manner as the Central Government may direct." 21. The respondents have disclosed the order dated 11th May, 2022 wherein the Ministry of Corporate Affairs is of the view that the matter is serious in nature and therefore, investigation is to be conducted under Section 210(1)(a) & (c) of the Companies Act, 2013. Section 210(1) provides that if the Central Government is of the opinion that it is necessary to investigate into the affairs of the Company: (a) on the receipt of a report of the Registrar or inspector under Section 208 and (c) in public interest. 22. As per the report submitted under Section 208, winding up proceeding and complaint cases have been initiated. In the said report, there is no recommendation for investigation under Section 210 of the Compan....
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....lso, the Central Government also did not spell out any circumstances how the Ministry is of the view that the matter is serious in nature though the report filed under Section 208 of the Companies Act, 2013, is otherwise. 26. In the case of Barium Chemicals Ltd. (supra), the Hon'ble Supreme Court held that: "20. To sum up, then, our conclusions may be stated thus : The discretion conferred on the Central Government by section 237(b) to order an investigation and delegated by it to the Company Law Board is administrative, that it could be validly exercised by the Chairman of the Board by an order made in pursuance of a rule enacted by the Central Government under section 642(1) read with section 10E(5), that the exercise of the power does not violate any fundamental right of the company, that the opinion to be formed under section 237(b) is subjective and that if the grounds are disclosed by the Board the court can examine them for considering whether they are relevant. In the case before us they appear to be relevant in the context of the matter mentioned in sub-clauses (i) to (iii) of section 237(b). Though the order could be successfully challenged if it were made mal....