2013 (2) TMI 827 - HC - Companies Law

Summary

Issues involved:
The issue involves seeking a direction to restore the name of a company in the register of the Registrar of Companies u/s 560 of the Companies Act, 1956 after it was struck off voluntarily by the company's directors and members.

Summary:

Issue 1: Application for Restoration
The petitioner filed an application for striking off the name of the company under the 'Simplified Exit Scheme' in 2005, stating it had not been conducting business since 1986. The company was dissolved in 2006 as per the ROC's decision based on the application.

Issue 2: Resolution for Restoration
After six years, the shareholders and directors decided to revive the company and carry on business activities as per the Memorandum of Articles of Association. A resolution was passed in 2012 authorizing the Director to file necessary papers for restoration before the ROC.

Issue 3: Arguments for Restoration
The petitioner's counsel argued that restoring the company's name is crucial to uphold the company's interests and objectives outlined in its Memorandum and Articles of Association.

Issue 4: Objections to Restoration
The Central Government Standing Counsel contended that restoring the name of a non-operational company with no assets or liabilities would serve no purpose. However, they expressed no objection to restoration if certain conditions were met.

Issue 5: Determination for Restoration
The Court considered the provisions of Section 560(6) of the Companies Act, which allow for restoration if the company was carrying on business or if restoration is deemed just. The Court found that the company's voluntary striking off did not prevent restoration within the statutory period.

Issue 6: Conditions for Restoration
The Court ordered the restoration of the company's name in the register, subject to filing required annual returns and balance sheets. The petitioner agreed to comply within four weeks, and costs were imposed on the petitioner for the delay in filing returns.

Conclusion:
The Company Petition was allowed, setting aside the earlier order striking off the company's name and ordering restoration in the register, with specified conditions including payment of costs and filing of necessary documents within a stipulated timeframe.