TaxTMI 
TaxTMI 
2017 (6) TMI 1338
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....titioner No.2, namely, Ananda Chandra Sharma has claimed himself to be the Director of the Petitioner No.1 Company. The petitioners have filed this application under section 560 of the Companies Act, praying for a direction upon the respondent to restore the name of the petitioner Company in the register of the Registrar of Companies, Shillong. 3) The case of the petitioners is that the Petitioner No.1 Company was incorporated on 3rd June, 1982 with its registered address at Dhaligaon, Bongaigaon, Assam, and it was issued a Certificate of Registration No. 1952 of 1982-83 dated 18th June, 1982 by the Registrar of Companies, Shillong. It was last having authorized share capital of Rs. 10.00 Lakh divided into 1.00 lakh equity shares of Rs. 10/- each and the issued, subscribed and paid up share capital was Rs. 3,33,500/- divided into 33,500 equity shares of Rs. 10/- each. The petitioners had projected that sometime in June, 2009, when the representative of the petitioner No.1 went to the office of the respondent No.1, i.e. Registrar of Companies, Shillong, to submit balance sheet, annual returns, etc., the respondent No.1 did not receive the same on the ground that the name of the pet....
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....rector of petitioner No.1 Company, which could not have been done without holding any Board meeting or Annual General Meeting. It was stated that the respondent No.2 remained a shareholder of the Petitioner No.1 Company. It was also stated that the petitioner No.2 was misusing the provisions of law for personal gain and if the Petitioner Company is revived, none will be prejudiced or benefitted. 5) The learned Counsel for the petitioners submit that judicial notice may be taken of the sky-rocketing price of real estate throughout the Country and therefore, if the Petitioner No.1 is allowed to survive, all its shareholders would be benefitted and on the contrary, if the Petitioner No.1 Company is not allowed to remain live, then there would be no real owner of 10 Bigha- 4 katha- 19 lechas of prime and valuable land at Bongaigaon. It is also submitted that irrespective of doubts sought to be created in the motive of the petitioner No.2, he being one of the share-holders, has an independent right to maintain the present application and assuming but not admitting that his intentions are questionable, then also if the owner of the land is the Petitioner No.1, he cannot derive any perso....
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....02.09.2011, one A.K. Pandey had signed as Director and, as such, the petitioners have been constantly changing their stand and, as such, the story portrayed in the present petition was liable to be thrown out straightaway. It is also submitted that once an order is passed to restore the Company in the register of the Registrar of Companies, the direction to comply with the connected official formality would be upon the erstwhile management, which does not exist either in the records of the Company or in the records of the Registrar of Companies. Relying on the averments made in their affidavit-in- opposition, the learned counsel for the respondents No.2 to 8 has prayed for dismissal of the present and he had placed reliance on the case of (i) M/s. Kesinga Paper Mills Private Limited V. Ministry of Corporate Affairs through Registrar of Companies, (Co. Pet. 406/2009 decided by Hon'ble Delhi High Court on 04.06.2010, downloaded from website - http://indiankanoon.org), and (ii) Siddhant Garg & Anr. V. Registrar of Companies & Ors., (Co. Pet. 200/2011 decided by Hon'ble Delhi High Court on 08.02.2012, downloaded from website - http://indiankanoon.org). 7) I have considered the....
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....g estate is indicative of the fact that if there is no owner of any land, there is every likelihood of the said land will waste away by encroachment or otherwise or it will become a den for anti-social activities. Fraudulent sale of land in our Country is not uncommon, which would be revealed from the perusal of innumerable case reports where land involved in the suit or proceeding was illegally and fraudulently transferred. 10) In my opinion, no one including the respondents No.2 to 8 would suffer any perceivable loss or damage or prejudice if the Petitioner No.1 Company is restored back, because it would then be open for every shareholder to keep himself abreast with the affairs of the Company under the various provisions of the Companies Act, 2013, now in force. 11) As it appears from documents filed with the present application that in the copy of impugned notification/ order dated 08.08.2007 (Annexure-2), the mailing address is "FELPACT PVT LTD, ASSAM, Assam, INDIA", but as per the Company Master Details (Annexure-3) as downloaded from the web-portal of Ministry of Corporate Affairs, the address of the registered office was shown as "H/O DP KHOUND, PO. DHALIGAON, DHALIGAON, ....
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....r, the reading of paragraph 14 shows that it has been laid down therein that the discretion of the court must be applied in favor of allowing the application under section 560(6) of the Act unless there are special circumstances against restoration. Ultimately, in the said case, restoration of Company in register of the jurisdictional Registrar of Companies was allowed. Similarly, in the case of M/s. Kesinga Paper Mills (supra), the Hon'ble Delhi High Court allowed the name of the petitioner Company to be restored in the application filed under section 560(6). In this case, it was, inter-alia, held that if there was a pending litigation, it would be proper to restore the name of the Company to the register so as to enable the matter to be carried to its logical conclusion. Viewed from this angle, it has been admitted in the affidavit-in- opposition filed by the respondents that W.P.(C) No. 5371/11 involving the Petitioner No.1 Company is pending before this Court, which was separated from this present case by order dated 30.05.2017 passed in the said writ petition. A pin-pointed reading of only a part of one or two paragraphs of the cited judgment does not display the ratio of ....