Location: ORISSA HIGH COURT, CUTTACK Date: 15-Apr-2025 16:40:34 IN THE HIGH COURT OF ORISSA AT CUTTACK W.P.(C) No.31692 of 2024 (In the matter of an application under Articles 226 and 227 of the Constitution of India, 1950).

M/S Paltronics Allied …. Petitioner (s)

Industries Pvt. Ltd. & Anr.

-versus-

Union of India & Ors. …. Opposite Party (s)

Advocates appeared in the case through Hybrid Mode:

For Petitioner(s) : Mr. Manoj Kumar Mishra, Sr. Adv.

along with Mr. Tanmay Mishra, Adv.

Mr. Subir Palit, Sr. Adv.

along with associate For Opposite Party (s) : Mr. B.S. Rayaguru, CGC Mr. Saswat Das, AGA for O.Ps.3 & 4 CORAM:

DR. JUSTICE S.K. PANIGRAHI DATE OF HEARING:-19.03.2025 DATE OF JUDGMENT: -11.04.2025 Dr. S.K. Panigrahi, J.

1. The Petitioners, in this Writ Petition, seek a direction from this Court to the Opposite Parties to update the details in respect of the demised Property so as to reflect the takeover of the demised Property by the Petitioner No.1 Company. The Petitioners further seek direction to the Location: ORISSA HIGH COURT, CUTTACK Date: 15-Apr-2025 16:40:34 Opposite Parties to recognize compromise decree and give effect to the takeover agreement by making necessary changes in their records.

2. One Mr. Tejpal Singh, is said to be the sole proprietor of one ‘M/s Paltronics Allied Industries’ (hereinafter referred to as "Erstwhile Entity"), which was duly registered as a Small-Scale Industry. The Erstwhile Entity, entered into a duly registered Lease Deed dated December 13, 1979 (hereinafter referred to as "Lease Deed") with the Governor of the State of Orissa, in terms of which the Erstwhile Entity became the lessee of the Landed Property Situated in Mouza Mouza - Patia, bearing Plot No. 309/1694, under Khata No. 474/5, Area - Ac.

5.000 Dec. (hereinafter referred to as "Subject Property").

3. Under the terms of the Lease Deed, the Erstwhile Proprietor was put into possession of the Subject Property 1979 onwards and has continued as such. On 18.03.1994, the Petitioner No. 1 Company i.e. a private limited company, was incorporated under the provisions of the Companies Act, 1956. The Memorandum of Association of the Company (hereinafter referred to as "MOA") states that one of the main objects of the Company is "to take over the business including lease rights of Paltronics Allied Industries, Bhubaneshwar" i.e. the Erstwhile Entity. The subscribers to the MOA include the Erstwhile Proprietor i.e. the Petitioner No. 2 herein.

4. The entire object and purpose of incorporating the Company, as is borne out from inter alia the MOA, was to take over the assets, liabilities, and business of the Erstwhile Entity, including the leasehold rights in the Subject Property under the Lease Deed. The agenda/ minutes of the Location: ORISSA HIGH COURT, CUTTACK Date: 15-Apr-2025 16:40:34 first meeting of the Board of Directors of Paltronics Allied Industries Private Limited held on 19.03.1994 have been relied upon to show that the same was the first agenda item which was taken up by the board of directors.

5. It is stated that to this end, the Company and the Erstwhile Proprietor also entered into an "Agreement for Take-Over of Business of Paltronics Allied Industries by Paltronics Allied Industries Pvt. Ltd." dated 14.04.1994 (hereinafter referred to as "Takeover Agreement"). The Takeover Agreement in its recitals provides for the transfer of the business of the Erstwhile Entity along with its land, building, and other ancillary equipment which includes the leasehold right in the subject property under the lease deed from the Erstwhile Proprietor to the Company on the terms as set out in the Takeover Agreement.

6. According to Clause 4 of the MOA and AOA of Petitioner No. 1 Company, the above noted subject Property which was initially owned by Tejpal Singh, Proprietor of M/s Paltronics Allied Industries has been taken over by the Petitioner No. 1 Company and as such on account of this takeover, this Company is treated to be the absolute owner of the demis