TMI Blog2019 (5) TMI 1495X X X X Extracts X X X X X X X X Extracts X X X X ..... culties for the Appellant to pursue its remedies before the High Court and in the facts of the matter, when litigation was pending, the name of the Company should not have been struck off. The name of the Appellant Company shall be restored in the Register of Companies to its original status subject to conditions imposed. - Company Appeal (AT) No. 239 of 2018 - - - Dated:- 31-1-2019 - Mr. A. I. S. Cheema Member (Judicial) and Balvinder Singh Technical Member For Appellant: Shri Arun Saxena and Shri Rahul Kumar Singh, Advocates For Respondents: Ms. Prema Priyadarshini and Shri Ashish Shaw, Advocates JUDGMENT This Appeal has been filed by the Appellant against the dismissal of its Company Petition No.23/2012 by the National Company Law Appellate Tribunal, Allahabad Bench, Allahabad ( NCLT , in short) by Order dated 30.05.2018, which was filed initially as a Petition in the High Court of Allahabad under Section 560(6) of the Companies Act, 1956 ( old Act , in short). The Petition had been filed as the Registrar of Companies had by Order dated 11.05.2010 struck off the name of the Petitioner Company from the Regist ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... not been filed with the ROC and the same could not be said to be authenticated. The ROC claimed that the Appellant was not entitled to relief. 3. It appears that after the matter was transferred to NCLT, the Appellant had filed Clarification Affidavit, copy of which is at Annexure A-20. It appears, somewhere in 1968, Tax Recovery Officer of Income Tax Department at Kanpur had, for dues attached properties of the Company and had given management of the properties to a Director of the Company, as Receiver, to maintain accounts of Receipt and maintain Bill Register, Tenants Register etc. (Annexure A-13). Annexure A-20 claimed that, the management of the Company was taken over by special enactment called Lakshmirattan and Atherton West Cotton Mills (Taking Over of Management) Act, 1976 dated 05.09.1976 (hereafter referred as - Act of 1976) and that subsequently, on nationalization, the textile undertaking was nationalized by the Textile Undertakings (Nationalization) Act, 1995 (hereafter referred as - Nationalization Act ). The Appellant claimed that initially the management of the textile undertaking was taken over and subsequently, the assets of the Company were ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... apart from the textile division, the Company had other properties, which were source of business by way of rent for the Company and the Act of 1976 or the Nationalization Act had not taken over those properties and thus, the Company was operational and according to him, when the Income Tax Authorities wrongly released all the properties of the Company in favour of NTC, the Writ Petition was filed and it was pending when ROC struck off the Company and in the circumstances, it was just and appropriate that the name of the Company should have been reinstated. The Counsel pointed out documents to show that the Hon ble High Court had kept the Writ Petition pending so that the decision regarding restoration of the name of the Company is first decided by NCLT. 6. The learned Counsel for the Respondent in the argument in defence has relied on the Reply which was filed in High Court (when the matter was in High Court), which we have referred as at Annexure A-11. That Reply basically relates to the Petition as was filed, the foundation of which was that the statutory documents have not been filed for the last 10 years and the Company claimed that due to the disputes, the same ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ne of the assets of the company. The Legislature deliberately did not touch the company and acquired only the undertaking as per the objects of the Legislature. The registered office of the company is located in House No. 54/14 Canal Range, Kanpur which is owned and possessed by the company and is not a part of the 'Schedule Undertaking' and, therefore, the same could not vest in the State. Handing over of its possession by the Receiver to the appellant was illegal and contrary to the provisions of the Act. Relying on the above, the learned Counsel for Appellant has referred to the provisions of the Act of 1976 as well as the Nationalization Act before us to submit that what was taken over in 1976 was the management of the textile division of the Company and what was nationalized was that division and it did not include the other properties of the Company. According to him, the document at Annexure A-13 dated 9th December, 1968, which is much before the Act of 1976, itself showed that the company had various properties which were giving income from rent also and thus according to him, those properties could not be mixed up with what was part of the textile d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1976 and observed that the management of the Company had been taken over by the Act of 1976. To quote the words of the NCLT, the same reads as under:- From the fact of the case itself, it is obvious that Company is not doing any business at the time of striking off its name. In the year 1995 assets of textile undertaking were nationalized by the Textile undertaking (Nationalization) Act 1995. The entire textile undertaking was vested with the Govt. of India. Special Act 98- Lakshmi Rattan and Atherton West Cotton Mills (Take Over of Management) Act 1976 was passed pursuant to which management of the petitioner company was taken over by the GOVT of India in terms of the section 3(4) aforesaid ACT and thus exclusive control vested with the Govt. of India through National Textile Corporation, so petitioner in the present matter has no control over the Company. (Emphasis supplied) We have perused the Act of 1976. The aims and objects as appearing from Annexure - A-14 as well as the name of the Act itself shows that the Act was brought about to takeover management of the two Mills - 1) Lakshmi Rattan Cotton Mills Company Limited and 2) Ath ..... X X X X Extracts X X X X X X X X Extracts X X X X
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