Court grants restoration of company name to register for member and creditor, interpreting "just" broadly. Registrar ordered to restore.

The court allowed the petition for restoration of the company's name to the register of companies. It held that the petitioner had locus standi as a member and creditor. The term "just" under Section 560(6) was interpreted broadly, allowing restoration even if the company was not conducting business. The court directed the Registrar of Companies to restore the company's name, enabling the petitioner to pursue legal remedies for the loss suffered.

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Issues Involved:
1. Restoration of the company's name to the register of companies.
2. Locus standi of the petitioner to file the restoration petition.
3. Interpretation of the term "just" under Section 560(6) of the Companies Act, 1956.

Issue-wise Detailed Analysis:

1. Restoration of the Company's Name to the Register of Companies:
The petitioner filed a petition under Section 560(6) of the Companies Act, 1956, seeking the restoration of M/s. Alfa Impex Pvt. Ltd.'s name to the register of companies. The petitioner argued that the company's name should be restored to enable him to pursue his legal remedies against the company for the loss caused to him. The Registrar of Companies (ROC) had struck off the company's name on the grounds that it was not carrying on any business, as confirmed in the director's and auditor's reports.

2. Locus Standi of the Petitioner to File the Restoration Petition:
The ROC contended that only the company, a member, or a creditor could file a restoration petition under Section 560(6), and the petitioner did not fall into any of these categories. However, the court found that the petitioner was indeed a member of the company as he had been allotted shares in 1989-90, which were later transferred to Mr. Quli without the petitioner's consent. The court held that the petitioner never ceased to be a member as the transfer of shares was collusive and declared null by the court. Even if the petitioner was not considered a member, he was deemed a creditor entitled to file the petition, as he had a claim for the loss sustained due to the company's actions.

3. Interpretation of the Term "Just" under Section 560(6) of the Companies Act, 1956:
The court addressed the ROC's argument that the term "just" should be narrowly construed and limited to situations where the company was carrying on business. The court rejected this interpretation, stating that the term "just" must be understood in a broader sense, encompassing equitability, fairness, and reasonableness. The court emphasized that the presence of the words "or otherwise" in the subsection allowed for a broader interpretation, enabling the court to order restoration if it appeared "just" to do so, even if the company was not carrying on business at the time of striking off.

The court cited various judgments to support its interpretation of "just," highlighting that the term denotes equitability and fairness, and should be considered from the perspective of society as a whole. The court concluded that it would be "just" to restore the company's name to the register, as failing to do so would cause injustice to the petitioner and prejudice the trial of the pending suit. The court directed the ROC to restore the company's name to the register, ensuring that the petitioner could pursue his legal remedies.

Conclusion:
The petition for the restoration of the company's name to the register of companies was allowed. The court held that the petitioner had the locus standi to file the petition as a member and creditor of the company. The term "just" under Section 560(6) was interpreted broadly to include situations where restoring the company's name was equitable and fair. The ROC was directed to restore the company's name to the register, ensuring that the petitioner could continue to seek legal remedies for the loss caused to him.

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