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8. There was significantly, no allegation against the appellants, of making any false statement, knowing the same to be false or of suppression of any material fact, knowing the same to be material, either in the letter dated December 12, 2003, of the Deputy Director (Inspection) or in the show-cause notice. There were thus no ingredients of an offence under Section 628 of the Companies Act, 1956.

9. Even though there was a bare allegation of contravention of Section 628 in the letter dated December 12, 2003, the appellants were not required to show cause against penal action under Section 628 of the Companies Act, 1956.

14. A sixth show-cause notice was issued, calling upon the appellants to show cause why penal action should not be initiated against the appellants for contravention of Sections 628 and 211(1) and (2) of the Companies Act, 1956. The relevant part of the said sixth notice is, for convenience, is extracted hereinbelow:

And whereas it is observed from the inspection report on inspection of the books of account and other relevant records of the company under Section 209A of the Companies Act, 1956, by an officer of the Ministry of Company Affairs, Kolkata, that the company has violated Sections 628 and 211(1) and (2) of the said Act. The nature of violation as pointed out in the said report is given below:
Now therefore, the company and its directors/officers-in-default is/are hereby called upon to show cause within 15 (fifteen) days from the date of this notice as to why penal action of the Companies Act, 1956, shall not be initiated against you/them for contravention of Sections 628 and 211(1) and (2) of the said Act.
The allegation on the basis of which the sixth show-cause notice has been issued is identical to the allegation in the earlier show-cause notice dated July 16, 2004, for contravention of Section 211(1) and (2) of the Companies Act, 1956.

20. Significantly, the show-cause notice as also the reply of the appellants to which reference was made in the said letter, covered all the contraventions alleged by the respondent authorities. Furthermore, one cannot but take note of the use, in the said letter, of the expression "different violations were pointed out, which includes the violation of Sections 143(1), 193(1) and 303(1)".

21. The concerned respondents, apparently being satisfied that there was no dishonest intent on the part of the appellants, decided not to proceed with penal action against the appellants for contravention of Section 628 of the Companies Act, 1956. Accordingly, there was no reference to Section 628 in any of the show-cause notices of July 16, 2004. The show-cause notice of July 16, 2004, or the sixth show-cause notice issued in May/June 2005, did not contain the requisite allegations that would constitute an offence under Section 628 of the Companies Act, 1956.