Prafulla Shridhar Vaidya And Ors. vs Registrar Of Companies, Mumbai

This present Petition has been filed under Section 252(1) of the Companies Act, 2013 (Act) by MORYA AGRO PLANTATION PVT. LTD. through its Directors Mr. Prafulla Shridhar Vaidya and Mrs. Varsha Prafulla Vaidya, praying for restoring the name of the company in the Register maintained by the Registrar of Companies, Mumbai (RoC).

The Petitioner submits that the Petitioner company has been incorporated to carry out the following objects:

"To carry on the business of growing, buying, selling, importing, exporting all type of agricultural, fruits, vegetable, food-grains, pulses, cash crops, cereal product and to carry on the business of horticulture, floriculture, plantation of trees, teak, bamboo, developing and maintaining farmhouses, etc.

The Petitioner submits that the company was incorporated on 21.05.2004 under the Companies Act, 1956. The Company has failed to file its Financial Statements and Annual Returns for the Financial Years 2011-2012, 2012-2013, 2013-2014, 2014-2015, 2015-2016, 2016- 2017, 2017-2018, and 2018-2019 i.e. for eight years. Therefore, the Registrar of Companies, Mumbai, formed an opinion that the basis for striking off the name of the Company was the continuous non-filing of the statutory returns, and the Company is not carrying on any business or operation for a period of two immediately preceding financial years and has not applied to declare itself as Dormant Company under section 455 of the Companies Act, 2013. On such presumption that the Company is inactive and non-operational, the RoC struck off the name of the Company from the Register of Companies under Section 248(1) of the Companies Act, 2013.

The Petitioner submits that the Company was active since incorporation and has maintained all the Statutory Registers and Records as prescribed by under the Companies Act, 2013. The Company has also made compliance of various statutory provisions and has never defaulted in payment of statutory dues, payment to its Creditors.

The Petitioner submits that the Company has a strong background of managing large plantations. The Company carried out cultivation of more than 1,00,000 Nilgiri plants on its owned and possessed 140 acres of land. In the year 2014, the Company had a turnover of Rs. 36,15,000/-. The Company owes tractors and trailers of its business and has also provided loans and advances to related parties which are yet receivable by the Company. The Petitioner submits that since the Appellant no. 1 was not keeping well and due to his age factor, the business of the Company was hampered and the management was constraint to sell its plots of land.

The Petitioner submits that the Company business was never in a stand still position but was active in its operation. The Company is planning to recover the outstanding loans of the Company and purchase new agricultural land to resume the plantation activity.

The Petitioner submits that the reason for non-filing of Annual Returns for the eight Financial Years was due to inadvertence and the Company was duly active and going concern and was carrying on its day to day business activity.

In support of above stated contentions Petitioner Company has enclosed the audited accounts for the financial years 2011-2012 to 2019- 2020. The Petitioner Company has also enclosed copies of the Acknowledgement of Income-Tax Returns filed with the Income-Tax Authorities for the Assessment years 2011-2012 to 2019-2020.

The Petitioner Company has not made any deposits of Cash during the Demonetization Period which is proved by the Statements of Bank Account for the period 01.04.2016 to 31.07.2019 annexed to the Petition.

The Petitioner submits that if the name of the Company is allowed to be restored, in the statutory registry of the RoC Mumbai the Company shall file its all outstanding statutory documents along with the filing fees and additional fees.

The Respondent in the present appeal has filed its Affidavit in reply on 25.09.2020 explaining the following sequence of events leading to the striking of the name of the company:

(a) The Respondent side issued Notice in Form STK-1 to the company and its directors informing the intention of the Registrar to strike off the name of the company and requesting them to submit a cause contrary to the said action within 30 (thirty) days.

(b) Further, as required under rule 7 of the Companies (Removal of Name) Rules, the name of the Company was published on the website maintained by the Ministry vide STK-5 dated 03.10.2018 and issued notices not only to the Company and the Directors of the company, but also to all stakeholders concerned so as to receive their objections to the said intention of the Registrar to remove the name of the company.

(c) In addition to the publication of the name of the company on the website of the Ministry, the name was also published in the official gazette on 13.10.2018 and in leading English newspaper "Times of India" and a widely circulated regional language in Marathi newspaper "Maharashtra Times" on 11.10.2018.

(d) It is submitted that the representation received by this office against the strike off action is 'None'.

(e) Respondent further submits that in the absence of any representation against the proposed strike off action, the Registrar struck off the name of the company on 04.12.2018 and the dissolution order was published on the website of the Ministry vide STK-7 on 14.12.2018.

Upon perusal of balance sheet for the Financial year 2019-2020, the Bench has observed that the Fixed Assets of the company is Rs. 141,928/-, Current Assets is Rs. 10,216,587/-, Cash and Bank balance is Rs. 2,596,841/-, Investment is Rs. 37,933,524/-, Loans and Advances is Rs. 7,648,000/- and total revenue for the Financial Year 2019-2020 is Rs. 92,500/- . For the Financial year 2018-2019 the Fixed assets of the Company is Rs. 141,928/-, Current Assets is Rs. 11,116,581/-, Cash and Bank balance is Rs. 2,514,391/-, Investment is Rs. 2,514,391/-, Loans and Advances is Rs. 7,648,000/- and total revenue for the Financial Year 2018-2019 is Rs. 45,000/-.

As observed above, the books of the Petitioner Company reflect that the company is in the business and its members intend to continue with its business operations. Therefore, in the interest of justice the name of the company deserves to be restored in the Statutory Register of Companies as maintained by the Respondent Registrar of Companies Mumbai.

In the light of above given facts and circumstances, we feel just and equitable that the name of the Petitioner Company to may be restored and the prayer sought for deserved to be allowed. Hence the following order: -

ORDER

Company Appeal CP No. 1193/252(1)/MB/C-II/2020 filed by Appellant/Petitioner Morya Agro Plantations Pvt. Ltd. through its Directors Mr. Prafulla Shridhar Vaidya and Mrs. Varsha Prafulla Vaidya seeking restoration of the company's name in the Register of the Companies maintained by the Registrar of Companies, Mumbai is allowed with the following terms.

The Respondent is directed to restore the name of the Petitioner company in the Register of Companies subject to payment of a sum of Rs.75,000/- (Rupees Seventy-Five Thousand only) as cost payable in the account of "PM- CARES" funds within Thirty days from the date of receipt of an authentic copy of this order.

The company shall also file all its pending financial statements and Annual Returns with all the applicable fees and late fees with the Respondent within a period of Thirty days from the date of receipt of an authentic copy of this order, failing which, such order/direction shall stand vacated automatically, without further reference to this court. With the aforesaid observation and subject to compliance of stipulated condition the present Company Petition is allowed and stand disposed of accordingly.