TaxTMI 
TaxTMI 
2016 (7) TMI 1477
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....g to the petitioner, these two directors acted to the detriment of the company. The directors did not enjoy the confidence of majority of shareholders of the company. The Company Law Board, with the expiry of the term of these two directors appointed chairman to conduct meeting of shareholders of the company. In the meeting convened by the chairman, new board of directors of the company was constituted. The erstwhile directors after ceasing to be the directors of the company have continued to hold bocks and vital documents of the company. The retention of books and documents resulted in filing of a complaint under section 630 of the Act by the company in the Court of Special Judge for Economic Offences, City Criminal Court, Nampally, Hyderabad vide S.T.C. No. 24 of 2000. It is further stated that the STC ended in dismissal, for the company failed to prove that the said directors continued to hold documents or records of the company. The petitioner having been left with no option, on April 25, 2011, applied under section 560 of the Act to strike off the name of the company. The Registrar of Companies struck off the name of company on April 30, 2011. The copies of request and the str....
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....submissions of Mr. Ravi and in the considered view of this court, the following point arises for consideration : "Whether the petitioner is entitled for cancellation of striking off company's name from register and consequently entitled for restoration of the name of company in the register maintained by the Registrar of Companies ?" 7. The instant petition is made under section 560(6) of the Act. 8. Section 560 of the Act reads as follows : "560. Power of Registrar to strike defunct company off register.- (1) Where the Registrar has reasonable cause to believe that a company is not carrying on business or in operation, he shall send to the company by post a letter squiring whether the company is carrying on business or in operation. (2) If the Registrar does not within one month of sending the letter receive any answer thereto, he shall, within fourteen days after the expiry of the month, send to the company by post a registered letter referring to the first letter, and stating that no answer thereto has been received and that, if an answer is not received to the second letter within one month from the date thereof, a notice will be publi....
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....ored to the register, order the name of the company to be restored to the register; and the Tribunal may, by the order, give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off. (7) Upon a certified copy of the order under sub-section (6) being delivered to the Registrar for registration, the company shall be deemed to have continued in existence as if its name had not been struck off. (8) A letter or notice to be sent under this section to a company may be addressed to the company at its registered office, or if no office has been registered, to the care of some director, the manager or other officer of the company, or if there is no director, manager or officer of the company whose name and address are known to the Registrar, may be sent to each of the persons who subscribed the memorandum, addressed to him at the address mentioned in the memorandum. (9) A notice to be sent under this section to a liquidator may be addressed to the liquidator at his last known place of business." 9. Section 5....
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....ears and seek restoration of the name of company in the register of Registrar of Companies, subject to the said company, member or creditor satisfying the court that at the time of striking off the name, the company was carrying on business or in operation or otherwise it is just that the company be restored to the register. The proof of these circumstances enables the court to consider restoring the name of a company in the register. The words, viz., otherwise that it is just that the company be restored to the register confers more discretion on the court to direct restoration of the name of company in the register. Though sub-section (6) is part of section 560 of the Act, which deals with striking off name by the Registrar, still the absence of the words restricting applicability only to sub-sections (1) to (5) of section 560, and providing on a company, member, or creditor thereof, it can be construed that sub-section (6) is applicable to voluntary striking off the name from register and the words "otherwise that it is just that the company be restored to the register" give sufficient discretion to the court. In Conti v. Uebersee Bank AG [2000] BCC 172, the court of session dea....
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....n can be made at any time before the expiry of 20 years from the publication of the notice for striking off the name published in the Official Gazette. There are only two circumstances in which the company court can exercise the power. The first is when it is satisfied that the company was, at the time of the striking off of its name from the register, carrying on business or was in operation. The second circumstance is when it appears to the company court that it is 'otherwise just' that the name of the company be restored to the register. Obviously the petitioner is not the company itself and, therefore, he has to be either a member or creditor. It was submitted on behalf of the Registrar of Companies that the petitioner is neither a member nor a creditor of the company... Quite apart from the above position, the sub-section recognises that if the court is of opinion that it is 'otherwise just' that the company be restored to the register, restoration can be ordered. The argument addressed on behalf of the Registrar of Companies to the effect that the word 'just' has to be understood in the background of the specific language of the sub-section on....
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....iple. The respondent has received monies from the petitioner. He was entrusted with the job of finding a house for the petitioner in Delhi. The averments in the petition prima facie indicate that the property 'Jodhpur Gardens' was purchased not in the name of the petitioner but in the name of the company. The shares held by the petitioner in the company were also taken away from him without his knowledge or consent. The settlement entered into between Quli and Singhania by which the shares were transferred to Quli was held by this court to be collusive. These are disputes which are pending in the trial court. The company is a defendant in the trial court. If its name is not restored, it would cause injustice to the petitioner and also cause prejudice to the trial as a whole. The message sent to the society as a whole, if the name of the company is not restored to the register, would be quite disturbing. The petitioner has to be protected in the litigation pending before the trial court. As observed by the Indore Bench of the Madhya Bharat High Court in Bhogilal Chimanlal v. Registrar of Joint Stock Companies: [1954] 24 Comp Cas 279 (MB) : AIR 1954 MB 70, the effect of the o....