The Court has the discretion to restore a company to the register after its name has been struck off, but it will only do so if it is satisfied that the company was carrying on business or was in operation at the time its name was struck off, or that it is just that the company should be restored to the register.

P. B. MUKHARJI, J.

( 1 ) THIS is an application by two persons Nagendra Nath Mandal and Biswanath Mandal. The application is made under two specific sections which are described as Sections 433 and 560 of the Companies Act, 1956. Section 433 deals with the circumstances in which the company could be wound up by the Court. Section 560 deals with the power of the Registrar to strike a defunct company off the register and the Court's power either to restore the company or to wind up the company thereafter.

( 2 ) THE applicant Biswanath Mandal has no locus standi. He is neither a registered shareholder nor a member nor a director of the company Rai Saheb U. N. Mandal's Estate Private Ltd. An application for winding up can be made by persons and authorities mentioned in Section 439 of the Companies Act. The applicant Biswanath Mandal does not come within that classification. An application under Section 560 for restoration under Section 560 (6) of the Act can only be made by the company, member or creditor. But the applicant Biswanath Mandal is neither the company nor the member nor the creditor. It follows, therefore, that so far the application is an application by Biswanath Mandal it must be and is dismissed with costs.

( 3 ) THE applicant Nagendra Nath Mandal is a director of this company Rai Saheb U. N. Mandal's Estate Private Ltd. which has been struck off the register by the Registrar of Joint Stock Companies, This company is a private company. Its members and directors are all relations. Applicant Nagendra is a director and the two other directors who are opposing this application are Manindra and Baidya-nath. Manindra and Baidyanath are the nephews of Nagendra. A genealogical table showing the relationship is set out in the affidavit of Baidyanath and Manindra Nath Mandal affirmed on 24-6-1957. The company was primarily a zemindari company. Its main purpose was to acquire, undertake, zemindaris, putnis, taluks etc. It was incorporated on or about 23-11-1929. Its registered office was at Sanctorea, Burdwan, West Bengal.

( 4 ) THE record of this company is most unpromising. Ever since 1929 when it was incorporated it declared no dividends. It in fact never functioned and held no meetings. In fact no minutes of meetings of shareholders are produced. No minutes of the meeting of the Board of Directors are produced. There is no minute book. The company had no banking accounts in which its bank balance could be or was kept.

( 5 ) ON 27-4-1956 the Registrar of the Joint Stock Companies wrote to the applicant Nagendra calling his attention to the fact that the company had failed to submit summaries as well as lists or shareholders for the years 1941 to 1944 and from 1944 to 1955 and pointing out that if those summaries and lists were not filed within seven days, then such failure would result in prosecution.

( 6 ) APPLICANT Nagendra replied to that letter on 7-5-1956 stating that his elder brother Rai Saheb U. N. Mondal was the Managing Director of the Company and was in sole and exclusive management as such and that the Managing Director had all the books, records and papers of the company under his exclusive control and management and that, he the applicant Nagendra had "absolutely nothing to do with that matter. " He informed the Registrar that Rai Saheb U. N. Mondal had died on 4-5-1956 leaving three sons of whom the eldest was Baidya Nath and asserted that Baidya Nath had been a Director of the Company all along. Applicant Nagendra further stated in that letter that after the death of the Managing Director which happened only three days before the letter, all the records, account books and papers of the Company were in the possession of Baidya Nath Mondal. Having shifted the responsibility on the respondent Baidya Nath Mondal, the applicant Nagendra Nath Mondal proceeds in that letter to advice the Registrar in the following words :"in the circumstances I pray that the necessary informations may be gathered from the sai

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