2018 (7) TMI 2084 - Tri - Companies Law

Restoration of the name of the Respondent on the Register of Companies maintained by the office of the ROC - Section 560(6) of the Companies Act, 1956 - HELD THAT - Perusal of section 560(6) of the Companies Act, 1956 shows that if a company, or any member or creditor thereof feels aggrieved by the order of the Registrar, notifying a company as dissolved under section 560, then the Court (Substituted with the word Tribunal by Act 11 of 2003) on an application made by the company, member or creditor before the expiry of 20 years from the publication in the official Gazette of the notice thereof, may if satisfied that the company was at the time of the striking off carrying on business, or in operation or otherwise that it is just that the company be restored to the register, order the company to be restored to the register. It is pertinent to mention here that the basis on which Petitioners are seeking restoration of the name of Respondent No. 2 Company, i.e. the amount borrowed by the Mr. S.L. Kapur already stands bequeathed to one of the legal heirs of Mr. S.L. Kapur and the same is already stands paid by Respondent No. 2 Company. The appellant has failed to prove that he is a creditor of the company as documents on record prove that the arnount borrowed by the company from deceased Mr. S.L. Kapur has already been paid to a legal heir of deceased and the company is not liable to pay any amount thereof. Besides there are indemnity bonds submitted by the ex-directors of the company which makes them liable for any liability arises after struck off of the name of company - section 560(6) would not come to the rescue of the appellant as no credible evidence has been shown to prove that it would be just that the name of the company be restored on the register of ROC. Petition dismissed.

Summary

Issues:
Restoration of company's name on the Register of Companies under Section 560(6) of the Companies Act, 1956.

Analysis:
1. The appeal sought restoration of a company's name on the Register of Companies under Section 560(6) of the Companies Act, 1956. The case was transferred to the National Company Law Tribunal from the High Court of Delhi as per a notification by the Ministry of Corporate Affairs.

2. The company in question had its name struck off the register in 2007. The appellants claimed that the company owed them a significant sum from an unsecured loan taken from the joint family corpus. They also alleged misappropriation of assets by certain individuals controlling the company.

3. The petitioners, as creditors, sought restoration based on the outstanding loan amount and interest due. They argued that they were entitled to maintain the petition within the specified time limit and had legitimate claims against the company.

4. The Respondent No. 1, Registrar of Companies, contended that the company applied for striking off its name following the SES Scheme, 2005, and had no assets or liabilities. The legal heirs of the creditors filed the appeal seeking payment of dues owed to them as per the indemnity bond.

5. The respondent No. 3 opposed the appeal, stating that the loan amount had been bequeathed and paid to a legal heir of the deceased, making the restoration claim invalid. The Tribunal examined the statutory provisions and found that none of the conditions for restoration were met in this case.

6. The Tribunal concluded that the appellant failed to prove creditor status as the loan amount had been settled with a legal heir. The indemnity bonds submitted by the ex-directors made them liable for any post-striking off liabilities. Consequently, the petition for restoration was dismissed.