REGISTRAR OF COMPANIES Vs. JAI AGRO INDUSTRIES LTD

JUDGEMENT

(1.) THIS petition has been filed by the Registrar of Companies' (hereinafter referred to as 'the petitioner') under Section 439(5) read with Clauses (c) and (f) of Section 433 of the Companies Act, 1956 (hereinafter referred to as 'the Act'), for the winding up of M/s. Jai Agro Industries Ltd., respondent herein (hereinafter referred to as 'the company'), on the ground that the company has not been carrying on business for more than a whole year and has lost its substratum.

(2.) THE company was incorporated in the Union Territory of Delhi on July 21, 1969, and, subsequently, it changed its registered office from the Union Territory of Delhi to the State of Rajasthan. The main object with which the company was incorporated was to acquire and take over the existing agricultural and horticultural activities carried on by the Jaipur Udyog Ltd. and to carry on business of farming, horticulture, floriculture, sericulture, etc. The company is a wholly owned subsidiary of M/s. Jaipur Udyog Limited. It has three agricultural farms at Delhi, Sawai Madhopur and Jodhpur. In the petition it has been stated that the last balance -sheet and profit and loss account that was filed in the office of the petitioner was for the period ending on June 30, 1979, and, thereafter, the company has not filed any return in the office of the petitioner inspite of default notices being issued under registered A.D. cover and that from the balance -sheet of the company as on September 30, 1979, it appears that the company is not carrying on business for more than a whole year and has lost its substratum. The petitioner moved the Regional Director (Northern Region), Company Law Board, Kanpur, under Sub -section (5) of Section 439 of the Act for according sanction for presentation of the petition for winding up of the company under Clauses (c) and (f) of Section 433 of the Act and on receipt of the said application, the Regional Director gave a show -cause notice under Section 439(6) of the Act to the company and its directors and in response to the said noticean explanation was furnished by Shri Sikhari Lal Bagla, one of the directors of the company, and the said explanation was found to be unsatisfactory by the Regional Director and he accorded necessary sanction and thereupon the petitioner has filed this petition for winding up.

(3.) A rejoinder to the aforesaid reply has been filed on behalf of the petitioner. In the said rejoinder, it has been asserted that the balance -sheets and profit and loss accounts that have been submitted by the company for the years 1976 -77 to 1980 -81 show that the company has not done any business worth the name and that the management was defunct during the period 1976 -77 to 1980 -81. Along with the said rejoinder, a copy of the resolution dated December 5, 1983, has been annexed as annexure 7 to the said rejoinder. By the said resolution it was resolved that consent is accorded to sell or otherwise dispose of the three farms of the company at the best market rates and the board of directors have been authorised to take necessary steps in that regard.