Bikki Raveendra Babu, Member - (1.) M/S. Shobhashree Spinners Private Limited and its Director-cum-Member, Mr. Surendrakumar Agarwal filed Company Petition No. 543 of 2016 before the HonTDle High Court of Gujarat, Ahmedabad under Section 560 sub-section (6) of the Companies Act, 1956, seeking restoration of the Company, M/s. Shobhashree Spinners Private Limited in the Register of Companies maintained by the Registrar of Companies, Ahmedabad.
(2.) The HonTDle High Court of Gujarat, in view of Rule 3 of The Companies (Transfer of Pending Proceedings) Rules, 2016, transferred the Company Petition No. 543 of 2016 to the National Company Law Tribunal, Bench at Ahmedabad, and the said Petition came to be registered as "TP No. 63/560(6) /NCLT/AHM/2017".
(3.) The following are the facts, that are necessary for disposal of this Petition; 3.1. M/s. Shobhashree Spinners Private Limited [hereinafter referred to as "SSPL"] was originally incorporated on 15th May, 1976 under the name and style of Shobhashree Dyeing and Printing Private Limited with a main object of carrying on the business of processing, dyeing and printing textile products. Subsequently, the name of the Company was changed to M / s. Shobhashree Spinners Private Limited". Since the date of incorporation, the Registered Office of SSPL is situated at 205/01, New Cloth Market, Raipur Gate, Ahmedabad. 3.2. Mr. Surendrakumar Agarwal, who is shown as "Petitioner No.2" in this Petition is the Promoter/Director of SSPL. He held 15 shares in SSPL as on 31st March, 2007. 3.3. It is stated by the Petitioners that on account of frequent change in textile policy Petitioner No. 1 Company SSPL could not sustain its business activities and had temporarily put its operation on hold. It is also stated by the Petitioners that in 2004 health of father of Petitioner No.2, namely late Shri Lajpat Rai Agarwal who was also a Director of the Company began to deteriorate due to which Petitioner No.2 was unable to concentrate on business operations and inadvertently failed to file Annual Returns of the Company with the Registrar of Companies ("ROC for short) . The Annual Returns of the Company for the year ended 31st March, 2003 showed that the Company had considerable investments in fixed assets and equity shares of Companies without any substantial liabilities. SSPL had not lost its financial substratum but had temporarily lost business activities with the intention to revive the operations in future. It is stated that the Petitioners came to know from the Master Data maintained in the website of MCA that SSPL was struck off from the Register of Companies with effect from 26th July, 2007. It is stated by the Petitioners that no notice had been received by the Petitioners from the ROC before striking off the Company. On enquiry Petitioners came to know that SSPL was struck off under the provisions of Section 560 of the Companies Act, 1956 [hereinafter referred to as "the Act"] and that Respondent had shown that he has addressed three notices to SSPL all with date 26th July, 2007. It is further stated by the Petitioners that ROC had struck off the Company from the Register of Members without following the procedure laid down under Section 560 of the Act; without giving any opportunity to the Petitioners to present their case; and without taking into the financial statements filed by SSPL for the year ended 31st March, 2003. 3.4. It is further stated that SSPL is holding about 1600 equity shares of one M/s. Patel Mills Limited which Company is in liquidation as per the orders of the HonTDle High Court dated 22nd January, 1996. SSPL is still lawful shareholder of the equity shares of M/s. Patel Mills Ltd. The Official Liquidator after paying up all the liabilities of M/s. Patel Mills Ltd., is left with some surplus which is to be distributed among the shareholders of M/s. Patel Mills Ltd. SSPL being lawful owner of 1600 equity shares of M/s. Patel Mills Ltd., is entitled to receive the dividend but for the illegal, invalid and erroneous striking out of the name of the Company SSPL from the Register. According to the Petitioners, the amount expected to be received as dividend by SSPL is proposed to be utilized for the purpose of reviving the business activities of the Company which would enure to the benefit of the shareholders and public at large. Petitioner No.2 by his letter dated 21st March, 2016 raised objections for transferring 1600 shares of M/s. Patel Mills Ltd held in the name of SSPL to Mr. Rameshchandra L. Agrawal, one of the shareholders of SSPL by ignoring the rights of Petitioner No.2. Petitioners stated that there are no creditors either secured or unsecured of SSPL.;