JUDGMENT :

AJAY RASTOGI, J.

1. The instant appeal is directed against the judgment and order passed by the Division Bench of the High Court of Calcutta dated 17th October, 2012 while setting aside the finding returned by the learned Single Judge dated 8th August, 2012 in sequel affirmed order of the Registrar of Companies (RoC) striking off the name of the Company from the register of RoC by an Order dated 27th January, 2006 in exercise of power under Section 560(5) of the Companies Act, 1956 (hereinafter being referred to as the “Act 1956”).

2. The brief facts of the case are as under:

The initial incorporation of the Company was in the name of Basanti Cotton Mills Private Limited with three Directors, namely: (i) Gopal N. Dave, (ii) Nikhil Basant Lal Merchant, (iii) Paresh Basant Lal Merchant and the authorized share capital of the Company was Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs. 10 each. The name of the Basanti Cotton Mills Private Limited was changed to Basanti Cotton Mills (1998) Private Limited on 3rd March, 2000. The last annual return and audited acco