2017 (7) TMI 874 - Tri - Companies Law

Restoration of the name of Company on the register of Registrar of Companies - petitioners locus standi to be the director of member of the company - Held that - According to the requirement of Section 108 of the Companies Act, 1956, a company is barred from registering transfer of shares unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee is presented to the company. It must specify the name, address and occupation of the transferee and it should be delivered to the company alongwith the certificate relating to the shares or with the letter of allotment of the shares. After the company has accepted the transfer, then it is required to enter the name of the transferee in the register of the companies. It is, thereafter that proper information is sent to the Registrar of Companies and the name of the transferee formally stands registered as a shareholder. In the reply filed by the Registrar of Companies-Respondent no. 2 it has not been revealed that at any stage petitioner acquired the share or uploaded on the website of the Register or submitted the same personally so as to constitute them either members of the respondent no. 1 company. The petitioners as such have not been able to show any document to claim their locus standi to be the director of member of the company. They are simply persona non grata. There is no possibility for us to assume that there is land in the name of the company at Mussoorie. No other condition laid down in section 560(6) of the Companies Act, 1956 has been satisfied namely; that the company was in operation or it could be presumed to be carrying on its business at the time when it was struck off. Therefore, the Petition is liable to be dismissed.

Summary

Issues:
1. Restoration of the name of a company on the register of Registrar of Companies.
2. Application under Section 560(6) of the Companies Act, 1956 for restoration of the company's name.
3. Dispute regarding non-filing of statutory documents leading to striking off the company's name.
4. Examination of the right to seek revival of the company under Section 560(6) of the Companies Act, 1956.

Detailed Analysis:
1. The petitioners, three brothers, sought the restoration of the name of a company, Akarshan Hotel Private Limited, on the register of Registrar of Companies. The company's name was struck off due to non-filing of statutory documents, leading to the application under Section 560(6) of the Companies Act, 1956 for restoration of the company's name.

2. The petitioners, who were directors and shareholders of the company, highlighted that the company was a family-owned entity with the purpose of building a hotel. Disputes among family members led to the non-filing of annual documents after the company was acquired in 1996. The Registrar of Companies contended that the company's name was struck off in accordance with the Companies Act, 1956 due to non-compliance with filing requirements.

3. The petitioners argued that they were unaware of the non-filing of documents by the previous promoters until 2016. They expressed their intent to file all pending documents after restoration of the company's name. The Registrar requested the filing of all statutory documents with prescribed fees if restoration is granted.

4. The judgment delved into the provisions of Section 560(6) of the Companies Act, 1956, which allows for the restoration of a company's name if certain conditions are met. However, the court found that the petitioners did not have the standing to seek revival as they were not directors, members, or creditors of the company at the time of striking off. The lack of evidence of proper share transfers and compliance with company law procedures led to the dismissal of the petition for restoration.

In conclusion, the court dismissed the petition for restoration, citing the petitioners' lack of standing and failure to meet the conditions outlined in Section 560(6) of the Companies Act, 1956. The judgment emphasized the importance of compliance with statutory requirements and proper documentation in corporate matters.