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2022 (10) TMI 67 - SC - Companies LawStruck off name of the Company - defunct company. - HC upheld the order of RoC - Locus of the appellant seeking restoration of struck off name of the Company from the register of RoC - RoC asserted that the company was not functioning and not carrying out any business and the last annual return was filed of the year 2002-03 - Section 560(5) of the Companies Act, 1956 - HELD THAT - the document produced by the appellant including the DIN forms obtained in September/October 2008, much after name of the Company was struck off in the year 2006 and even Form 32 which has now been placed on record by the appellant has been seriously disputed by the respondents. The Division Bench of the High Court under the impugned judgment has proceeded on the basis of the facts referred to in the affidavit in opposition filed by the RoC while recording a finding regarding the locus of the appellant in assailing the order of the Registrar striking of the name of the Company under Section 560(5) of the Act, 2003 and, at this stage, it is difficult to place reliance on the documents placed by the appellant to claim himself to be one of the Directors of the Company. Appeal dismissed.
Issues:
1. Validity of striking off the name of the Company from the register of RoC under Section 560(5) of the Companies Act, 1956. 2. Locus standi of the appellant to challenge the order of the Registrar. 3. Restoration of the name of the Company and the justification for the same. Analysis: Issue 1: The judgment pertains to the appeal against the order of the Division Bench of the High Court of Calcutta, which set aside the finding of the Single Judge regarding the striking off of the Company's name from the register of RoC under Section 560(5) of the Companies Act, 1956. The Registrar of Companies asserted that the Company was non-functional and not conducting business, leading to the striking off. The Division Bench emphasized the importance of relying on the records maintained by the Registrar, which did not show a clear connection between the appellant and the Company, questioning the appellant's locus standi in challenging the Registrar's decision. Issue 2: The appellant, claiming to be a Director of the Company, challenged the striking off under Section 560(5) of the Act. However, the Division Bench held that the appellant lacked locus standi as he was neither a Company member nor a creditor, thereby not meeting the criteria of a person aggrieved to challenge the Registrar's decision. The Court highlighted the need for the appellant to establish his identity and status through a competent forum before seeking restoration of the Company's name. Issue 3: The restoration of the Company's name was a subject of contention, with the appellant seeking reinstatement based on additional documents filed post the striking off. The respondents disputed the authenticity of these documents, emphasizing the Company's defunct status due to reduced share capital and lack of operations. The Division Bench, considering the material on record, upheld the decision to dismiss the appeal, concluding that there was no justification for restoring the Company's name after a significant period of dormancy and absence of operations. In conclusion, the Supreme Court upheld the Division Bench's judgment, dismissing the appeal and emphasizing the importance of establishing locus standi and valid grounds before challenging the Registrar's decision regarding the striking off and restoration of a Company's name.
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