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2018 (8) TMI 339 - Tri - Companies LawRestoration of name of company by ROC - Held that - In the case on hand, first of all the ROC did not follow the procedure laid down in Section 560 sub-section (1), (2) and (3) of the Companies Act, 1956. The objections of the Intervening Applicant are not at all sustainable in view of the above discussion, and hence overruled. The ROC in his Representation stated that the Company has not filed its Annual Returns and Balance Sheets and therefore the name of the Company has been struck off for non-filing of statutory returns. The ROC has stated that the Petitioner has not given specific reasons for restoring the name of the Company. However, the ROC has stated that he has no objection if this Tribunal passes an appropriate order for restoring the name of the Company as per provisions of Section 560 subject to the following; (a) Filing of overdue statutory returns; (b) Publication of notice in two leading newspapers circulating in the District and Official Gazette of Government of India in respect of restoration of the name of the Company in the Register maintained by the ROC. Considering all the aforesaid aspects, this Tribunal is of the view that it is just to restore the name of the Company in the Register of Companies maintained by the Registrar of Companies, Gujarat. In view of the above, this Petition is allowed. The Registrar of Companies, Gujarat, Dadra & Nagar Haveli is directed to restore the name of the Company, M/s. Kamran Kapadia Land Developers Private Limited, to the Register of Companies upon the Petitioners (i) The Petitioners shall file all over due statutory returns with fee and additional fee as required under the Companies Act; (ii) The Petitioners shall publish a Notice in leading newspapers circulating in the District as well as in the Official Gazette of the Government of India with regard to the restoration of the name of the Company in the Register of Companies maintained by the Office of the Registrar of Companies, as per the draft notice approved by the Registrar of Companies at the expenses of the Petitioners; (iii) The Petitioners shall also pay an amount of ₹ 10,000/- to the Ministry of Corporate Affairs by way of Demand Draft drawn on Nationalised Bank towards the cost incurred by the Government in striking off the name of the Company within 3 (three) weeks from the date of this order.
Issues Involved:
1. Restoration of the name of M/s. Kamran Kapadia Land Developers Pvt. Ltd. 2. Compliance with Section 560 of the Companies Act, 1956. 3. Objections by the Intervening Applicant. 4. Representation by the Registrar of Companies (ROC). Issue-wise Detailed Analysis: Restoration of the Name of M/s. Kamran Kapadia Land Developers Pvt. Ltd. The petitioners, directors of Kamran Kapadia Land Developers Pvt. Ltd., sought the restoration of the company's name, which had been struck off by the ROC under Section 560(5) of the Companies Act, 1956. They claimed non-receipt of notices from the ROC and non-compliance with the procedural requirements of Section 560. The Tribunal found that the ROC did not adhere to the mandatory procedures under Section 560(1), (2), and (3). The Tribunal also considered the ongoing litigation involving the company, deeming it "just" to restore the company's name to the Register of Companies. Compliance with Section 560 of the Companies Act, 1956 Section 560 outlines the procedure for striking off a company, including sending multiple notices and publishing in the official gazette. The Tribunal noted that the ROC failed to follow these procedures correctly. Section 560(6) allows for restoration if the company was carrying on business or if it is "just" to restore it. The Tribunal cited various judgments to interpret "just" as being fair and prudent from a commercial point of view, considering the interests of society as a whole. Objections by the Intervening Applicant The Intervening Applicant, involved in a civil suit with the company, opposed the restoration, arguing that the company was not operational at the time of being struck off and that restoration would prejudice his legal standing. The Tribunal overruled these objections, stating that the applicant lacked locus standi as he was neither a director, member, nor creditor of the company. The Tribunal emphasized the importance of the pending litigation and found it "otherwise just" to restore the company. Representation by the Registrar of Companies (ROC) The ROC argued that the company was struck off for non-filing of statutory returns and did not provide specific reasons for restoration. However, the ROC had no objection to the Tribunal restoring the company's name, subject to conditions such as filing overdue returns and publishing notices in leading newspapers and the official gazette. The Tribunal agreed with these conditions and directed the petitioners to comply with them. Conclusion The Tribunal allowed the petition for restoring the name of M/s. Kamran Kapadia Land Developers Pvt. Ltd. to the Register of Companies, subject to the petitioners fulfilling specific conditions, including filing overdue statutory returns, publishing notices, and paying a cost of ?10,000 to the Ministry of Corporate Affairs. The petition was disposed of accordingly.
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