Restoration of struck-off company refused where the company was not in operation and no "otherwise just" ground was made out.

Restoration of a struck-off company under section 560(6) of the Companies Act, 1956 requires proof that the company was carrying on business or otherwise in operation when removed from the register, or that restoration is otherwise just. Here, prolonged non-filing of statutory returns, the company's own admission of non-operation, and the takeover of the textile undertaking showed that it was not in operation at the relevant time. The Tribunal also found no sufficient basis for the discretionary ground of "otherwise just," as restoration was sought mainly for collateral proceedings and no member, creditor, or public interest required revival. Restoration was refused.

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Issues: (i) Whether the company was carrying on business or in operation at the time its name was struck off the register; (ii) whether it was otherwise just to restore the company's name to the register.

Issue (i): Whether the company was carrying on business or in operation at the time its name was struck off the register.

Analysis: Restoration under section 560(6) of the Companies Act, 1956 depends first on satisfaction that the company was carrying on business or was in operation when struck off. The record showed prolonged non-filing of statutory returns and balance-sheets, and the company itself had admitted non-operation for several years. The Tribunal also noted that the textile undertaking had been taken over under the relevant special enactments, leaving no material to show that the company was operating its business at the relevant time.

Conclusion: The condition of being carried on business or in operation was not satisfied.

Issue (ii): Whether it was otherwise just to restore the company's name to the register.

Analysis: The Tribunal found that the special statutes governing the textile undertaking showed vesting and takeover of the relevant undertaking, and there was no basis to treat the case as one involving only a separable portion of the company's assets. Restoration was sought mainly to enable pursuit of collateral proceedings, while no member, creditor, or public interest required revival. On these facts, the discretionary ground of "otherwise just" was not made out.

Conclusion: It was not otherwise just to restore the company's name.

Final Conclusion: The statutory prerequisites for restoration were not established, so revival of the company was refused.

Ratio Decidendi: Restoration under section 560(6) can be ordered only when the company was carrying on business or in operation at the time of striking off, or when restoration is otherwise just; absent both conditions, the Tribunal must refuse restoration.

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