M/s PanchtatvaAgrofarms Private Limited vs Registrar Of Companies And Anr.

The present appeal is filed by M/sPanchtatvaAgrofarmsPrivate Limited (for brevity the ‘Company’) throughits director, under Section 252 of

the Companies Act, 2013 (for brevity ‘the Act’) against the order of striking off the name of the company, passed by the respondent under

Section 248 (1) of the Act, issued vide notification no. ROC/DELHI/248(5)/STK- 7/2879 dated on 30.06.2017by Registrar of Companies, the

respondent herein.

The appellant states that, the company was incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and

Haryana under the Companies Act, 1956 on 09.09.2011with CIN U01400DL2011PTC224856,having its registered office atUnit No. 11, CSC, Pocket

D, Market SaritaVihar, New Delhi, South Delhi- 110076,within the jurisdiction of this Tribunal.

The Authorized Share Capital of the company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. The issued, subscribed and paid

up share capital of the Company is Rs. 1,00,000/- divided into 10,000equity shares of Rs. 10/- each, as per the Master Data Annexed.

The main objects of the company are:

(a) To carry on the business as cultivators, nurserymen, seeds men, agriculturists, horticulturists, sericulturists, farmers, gardeners and

producers of seeds with a view to raise crops, vegetables, plants, trees, fruits, flowers, herbs, prepare for market import, export or

otherwise deal in agricultural, floricultures, sericulture, pisicultues, horticultural and garden products, farm products, grains, seeds, crops

including commercial crops.

(b) And other main objects.

The Respondent herein had issued Public notice bearing No. ROC/DELHI/248/STK-5/721 dated 27.04.2017. Consequently, Appellant’s name

was struck off vide notice bearing No. ROC/DELHI/248(5)/STK-7/2879 dated on 30.06.2017 (Company’s name appearing at Sl. No. 14324)

whereby name of 22864 companies have been struck off w.e.f. 07.06.2017 from the Registrar of Companies.

As per the ROC, Appellant hadnot filed its Financial Statements and Annual Returns for the Financial Years 2013 onwardsthereby giving rise to the

surmise that the business of the company was not in operation. Consequently, the name of the company was struck off in terms of provisions of

Section 248 of the Companies Act, 2013 read with Rule 7 and Rule 9 of the Companies (Removal of Names of Companies from the Register of

Companies) Rules, 2016.

The Appellant has brought forward the following documents about it being in operation and functional during the period of striking off:

i. The Copies of Audited Financial Statements of the company for the period from F. Y. 2013 onwards. The Balance Sheet as on 31.03.2016 and

31.03.2017 reflects the Investment to the tune of Rs. 63,47,417/-.

ii. The Copy of Sale Deed executed on 03.10.2011in favour of M/s PanchtatvaAgrofarmsPvt. Ltd. as purchaser for agricultural landsituated at

Village- NangliNangla, ParganaDedri, Tehsil and District GautamBudh Nagar, for agriculture landKhata No. 31, Khet No. 175/3 area admeasuring

0.4598 hectare out of total area admeasuring 3-3-0 Pukhta i.e., 0.7970 hectare for a sum of Rs. 40,00,000/-.

iii. The Copy of order of Hon’ble Delhi High Court in writ petition dated 29.03.2019 with respect to disqualification of the director of the appellant-

company.

ROC has filed its reply on 11.11.2020and stating that they have no objection,if the name of company is restored in the Register of Companies,

subject to appellant filing all its pending statutory documents with the Registrar of Companies till date along with the requisite late filing fee as

prescribed under the Companies Act, 2013.

The Income Tax Department has filed reply on 09.12.2020, in which it has been submitted that the company has filed its Income Tax Returns for

the A.Y. 2018-19 and 2019-20. It further states that the tax paid of Rs. 1,000/- for the A.Y. 2018-19,there are no pending cases and outstanding dues

against the company, no cash deposits have been made by the company in the period of demonetization.

The grounds contemplated under Section 252 of Companies Act, 2013, are that the company was carrying on business or was in operation at the

time of striking off its nameorwhere it appears “just†to the Adjudicating Authority that the name of the company is to be restored to the Register

of Companies and the Section 252(1) further contemplates that one of the above three conditions are required to be satisfied before exercising

jurisdiction to restore the company to its original name on the register of the Registrar of Companies.

The appellant has not submitted satisfactory evidence to prove that company was in operation during “strike offâ€. But we are satisfied that

“just†ground to consider revival of the company, as the company owns plot of agricultural land. Unless, the company is revived, the utilization of

plot of agricultural land for fulfilling main objects of the company and to run the business cannot be possible.Thus, taking into consideration the

provisions of Section 252(1) of the Companies Act, 2013, which vests this Tribunal with a discretion where the Company, whose name has been

struck off, and such Company is able to demonstrate that it is just to do so, can restore the name of the Company, in the Register and in the interest of

all stakeholders, including the Appellant itself, who seeks restoration of the name of the Company in the register maintained by Registrar of

Companies, the company deserve to be restored.

Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies, striking off the name of the company, is hereby declared illegal

and set aside. The restoration of the company’s name to the Register of Registrar of Companies is ordered subject to its filing of all outstanding

documents with proper filing fees along with additional fees required under law and completion of all formalities, including payment of any late fee or

any other charges which are leviable by the respondent for the late filing of statutory returns, and also subject to payment of Rs. 25,000/- to be paid to

Prime Minister’s Relief Fund. The name of the Appellant Company shall then, as a consequence, stand restored to the Register of the Registrar

of Companies, as if the name of the company had not been struck off in accordance with Section 248(1) of the Companies Act, 2013.

The Appeal stands allowed and disposed of in the above terms.

Let the copy of the order be served to the parties.