S.M. THAJ Vs. REGISTRAR OF COMPANIES

JUDGEMENT

(1.) THE petitioner was the Managing Director of a company in the name and style of Major Chemicals Ltd., duly registered under the Companies Act, 1956, According to the petitioner, it was incorporated as public company on 1 -6 -1984 but as per the respondents it was so incorporated on 2 -2 -1984. The main object of the company was to manufacture Potassium Chlorate and Sodium Chlorate. The petitioner approached this Court by filing the above Writ Petition mainly with the following prayers:

(2.) FOR the manufacturing of the aforesaid products, it requires sanction from the Central Government as also from the State Government. The case of the petitioner is that though it was incorporated on 1 -6 -1984, on account of failure to obtain necessary licence even from the Kerala Government it could not commence its functioning. Paradoxically the petitioner has another contention that the company had intimated the respondent on 1 -2 -1989 that it became defunct. However, no documents were produced showing issuance of any such intimation. While so, the petitioner received Ext. P2 dated 11 -6 -2000. Along with Ext. P2 a copy of the Company Law Settlement Scheme, 2000 was also forwarded. It is stated therein that the scheme would be in operation for a limited period of three months from 1 -6 -2000 to 31 -8 -2000 and that it permits the defaulting companies to file all pending documents on payment of lump sum amount based on the period of delay in terms of the table given thereunder. On receipt of Ext. P2, the petitioner had submitted Ext. P3 dated 5 -7 -2000. In Ext. P3 it was specifically stated that the company could not commence its business and therefore requested the Registrar of Companies to strike off the company from the register under Section 560(1) of the Companies Act, 1956. The said request was repeated in Ext. P4 as well. In fact Ext. P4 is a 'Nil Return' submitted by the company. In the said letter it was requested to treat the company as defunct and also to treat that letter as an annual return and further to take immediate steps to strike off the name of the company from registers under Section 560(1) of the Companies Act, 1956. Thereafter the petitioner had received copies of Exts. P5 and -P6 complaints along with summons from the Special Court of the Chief Judicial Magistrate (Economic Offences), Ernakulam directing him to appear in ST Nos. 296 and 299 of 2000. It was in the said circumstances, the petitioner approached this Court by filing the above Writ Petition.

(3.) THE specific contention of the petitioner is that the company which was incorporated on 1 -6 -1984 had, in fact, never commenced its functioning and at any rate, it had become a defunct company from 1 -2 -1989. Stating that fact and with a request to strike off its name from the registers of the Registrar of Companies an application was filed on 1 -2 -1989. That apart, it is the contention of the petitioner that on receipt of Ext. P2, Ext. P3 has been submitted before the respondent. As per Ext. P3, it was specifically requested to strike its name off the registers. In Ext. P4, though it is a Nil Return, the aforesaid request was reiterated. However, the respondent who has the power to strike the name of the company off the registers did not take any action in spite of the receipt of Exts. P3 and P4. A perusal of Section 560 of the Companies Act, 1956 would show that it is well within the powers of the respondent to strike off the name of a defunct company from the registers. It virtually casts a duty on him to exercise his power under Section 560 when he was called upon to exercise that power.