IN THE HIGH COURT OF JUDICATURE, ANDHRA PRADESH AT HYDERABAD (Special Original Jurisdiction) THURSDAY, THE TWENTY EIGHTH DAY OF AUGUST TWO THOUSAND AND EIGHT PRESENT THE HON'BLE MR JUSTICE RAMESH RANGANATHAN WRIT PETITION NO : 20794 of 2000 Between: ..... PETITIONER AND .....RESPONDENT Petition under Article 226 of the constitution of India praying that in the circumstances stated in the Aﬃdavit ﬁled herein the High Court will be pleased to Counsel for the Petitioner:DR.P.BHASKARA MOHAN Counsel for the Respondent No.: MR.B.NARAYANA REDDY The Court made the following : THE HON’BLE SRI JUSTICE RAMESH RANGANATHAN WRIT PETITION No.20794 of 2000 ORDER: The relief sought for in this writ petition is to declare the action of the respondents in issuing Circular No.8/2000 dated 24.8.2000 as illegal and to have it set aside along with the notice dated 20.7.2000 issued by the 2nd respondent. The 2nd respondent (Registrar of Companies, A.P.) issued notice dated 20.7.2000 informing the company, of which the petitioner is a Director, that it ought to have held its ﬁrst annual general meeting on or before 16.8.1990 and the relevant balance sheet for the ﬁrst ﬁnancial year on or before 15.9.1990 and that the said annual return and balance sheet and subsequent documents had not so far been ﬁled. The petitioner was asked to show cause why action should not be taken for prosecution under Section 162, 168 and 220(3) of the Companies Act. The petitioner’s attention was also drawn to the scheme introduced by the Central Government known as “Company Law Settlement Scheme 2000” whereby companies were permitted to ﬁle all pending documents on payment of a lumpsum amount based on the period of delay as per the details given thereunder. The said scheme was in operation for a period of three months from 1.6.2000 to 31.8.2000. The company was asked to avail this opportunity and to comply with the requirement of law and avoid prosecution proceedings. The circular dated 24.8.2000 refers to the Company Law Settlement Scheme, 2000 under which a company is entitled to ﬁle documents such as balance sheet, annual return etc., along with a lump sum fee as indicated in the scheme. The Circular notes that some of the companies had approached the Registrar of Companies for striking oﬀ the names of the companies taking protection of the circulars dated 17.2.1987 and 19.2.1991 issued by the department regarding striking oﬀ the names, that the companies had not ﬁled its annual returns and balance sheet, that under Section 560 of the Companies Act, even in cases where companies come for striking of their names under this section, they are required to ﬁle all the balance sheets and proﬁt and loss accounts and not only the latest balance sheet, that it was necessary to ascertain whether the applicant, seeking sanction under Section 560, had met with their obligations towards their depositors, banks and ﬁnancial institutions from whom they had borrowed money and whether they had paid taxes and other government/statutory dues. The government, having reconsidered the matter, decided that the circulars were not proper and accordingly the circulars dated 17.2.1987 and 19.2.1991 were withdrawn. Dr.P.Bhaskara Mohan, Learned Counsel for the Petitioner, would contend that, as a result of the Circular dated 24.8.2000, the petitioner was not only required to ﬁle the latest balance sheet and annual returns but was also required to ﬁle all previous years annual returns and balance sheets and that the eﬀect of Circular No.8/2000 was that no person could approach the Registrar of Companies under Section 560 of the Companies Act for striking oﬀ even defunct companies since it would be almost impossible for all annual returns and balance sheets to be filed. As a consequence of the Circular 8/2000 dated 24.8.2000, the earlier circulars dated 17.2.1987 and 19.2.1991 stand withdrawn. By seeking to have Circular No.8/2000 dated 24.8.2000 quashed the petitioner, in effect, seeks restoration of the earlier circulars which were withdrawn by the Government. It is not for this Court, in proceedings under Article 226 of the Constitution, to issue a mandamus to the government either to issue circulars on a particular aspect or to prohibit them from exercising their discretion to withdraw circulars, issued by them earlier, in exercise of the powers vested in them under the Act. Needless to state that the circular instructions, issued under the Act, can only supplement statutory provisions and cannot supplant them. If, as held by the Central Government in the Circular 8/2000 dated 24.8.2000, Section 560 of the Companies Act requires the balance sheets and proﬁt and loss accounts to be ﬁled before the company’s name can be struck as being defunct, no person can claim a right to have the company’s name struck oﬀ without complying with the statutory requirements prescribed under the Companies Act. It needs no reiteration that, as long as the company continues to remain in existence and its name is not struck oﬀ, it is liable to be proceeded against for all statutory violations under the Companies Act. The show cause notice dated 20.7.2000 was issued calling upon the petitioner to show cause as to why prosecution, for contravention of the provisions of the Companies Act, should not be initiated. It is not open to any person to claim that the earlier circulars which have been withdrawn by the Government should be directed to remain in force or that this Court should protect persons who are alleged to have violated the law. In any event the proceedings dated 20.7.2000 is only a show cause notice and, since it is not even the petitioner’s case that it has been passed by an incompetent authority or is without jurisdiction, it is not for this Court to interfere in proceedings under Article 226 of the Constitution of India. Challenge both to Circular 8/2000, and the show cause notice dated 20.7.2000, must fail. The writ petition is, accordingly, dismissed. However, in the circumstances, without costs. ____________ 28-8-2008 asp