Manoranjan, a young Journalist and MBA with flair for writing started a small net-based business of content writing in the year 2011 by the name-Nirbheek Contents. Initially, his business focused on website copywriting a

CS Executive · Company Law and Practice · PYQS · June 2024
Manoranjan, a young Journalist and MBA with flair for writing started a small net-based business of content writing in the year 2011 by the name-Nirbheek Contents. Initially, his business focused on website copywriting and business blog writing. Riding the wave of sourcing work from India by western countries, his business grew quite rapidly. Having taken the business to the highest level his focus shifted from writing contents himself to have a team to write content. He personally monitored them to ensure quality. In the year 2016, he formed a media company namely (MTR) Ltd. in Delhi and had a team of fifty persons who were working with him on regular basis. With the initiative of Manoranjan being very ambitious and positive about his business MTR Ltd. expanded the business by entering into the business of printing books, journals, exporting printed material to the foreign clients etc. After few years the Board decided for demerging its both business where MTR Limited (MTR or "Demerged Company") shall remain engaged in media business and a new company i.e., ATR Limited (ATR or "Resulting Company") which was formed will engage in the printing business. The Board of Directors of MTR & ATR approved the scheme of arrangement in their respective meetings. Accordingly, the complete printing business, as a going concern of the demerged entity, was required to be transferred including its assets and liabilities which belong to the printing business of the demerged company to the resulting company. However, the immovable properties were excluded from the deal. A meeting of members of MTR Limited was convened under the order of the Hon'ble NCLT to consider a scheme of compromise and arrangement. Notice of the meeting was sent in the prescribed manner to all the 1200 members holding in the aggregate 1,00,00,000 shares. The meeting was attended by 900 members holding 60,00,000 shares. 420 members holding 44,00,000 shares voted in favor of the scheme. 360 members holding 12,00,000 shares voted against the scheme. The remaining members abstained from voting. A group of creditors of MTR Limited was against the ongoing scheme of arrangement and they made a complaint to the concerned Registrar of Companies (the Registrar) alleging that the management of the company has indulged in destruction and falsification of the accounting records of the company and proposed scheme is not in the interest of the unsecured creditors. The registered office of ATR Ltd. is presently situated in the premises of MTR Ltd. However, in order to have a separate registered office for corporate business ATR Ltd. hired the premises in the same city where its registered office will be shifted after complying with the legal formalities. XYZ Limited, an associate company of MTR Limited, has a paid-up capital of ₹460 lakhs and accumulated free reserves of ₹740 lakhs. Loss for the year ending 31st march, 2023 is ₹74 lakhs. Dividend was declared at the following rates during the three years immediately preceding to the year 2022-23: Year 1: 10%, Year 2: 12%, Year 3: 14%. Based on the above information and referring to the provisions of the Companies Act, 2013 answer the following: A group of creditors of MTR Limited, not satisfied with the scheme being approved in a fraudulent manner, made a complaint to the Registrar of Companies (the Registrar) and the Registrar, immediately on receiving the complaint, attempted during the business hours at 11 a.m. on 25th September, 2023 to enter the premises of the company for seizure of the record but the company opposed to it on the contention that the Registrar has no power to enter the premises and seize the record without the order of the special court. Decide, whether the contention of the company is valid.

Answer & Explanation:

Section 209 (1) of the Companies Act, 2013 states that, if the Registrar has reasonable ground to believe that the books and papers of: a company or relating to the key managerial personnel or any director or auditor or company secretary in practice if the company has not appointed a company secretary are likely to be destroyed, mutilated, altered, falsified or secreted he may, after obtaining an order from the special court for the seizure of such books and papers, enter with such assistance as may be required and search the place or places where such books or papers are kept; and seize such books and papers as he considers necessary after allowing the company to take copies of or extracts there from, such books or papers at its cost. According to the above provisions, the Registrar has failed to obtain permission from the special court; So, he is not authorized to enter the premises of the company and seize the books of account of MTR Limited. Hence, the contention of the MTR Limited is valid in law.

Topics: Inspection, Inquiry and Investigation

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