Rajeswara Rao Vittanala, Member - (1.) The Present Company Application bearing CA. No.161/252/HDB/2017 is filed by Algae Bio-Tech India Private Limited, under Section 252 of Companies Act, 2013 by inter-alia, seeking following reliefs: a) to issue notice to the Respondent/Registrar of Companies in this Appeal in terms of Section 252 of the Companies Act, 2013; b) to nullify the order of the Respondent's Office in striking off the name of the Company under Section 248 of the Companies Act, 2013. c) to change the status of the Company from 'Strike off to 'Active' to enable the Company to upload the Returns for the years 2014-2015 and 2015-2016 upon payment of requisite fee together with additional fees. d) to direct the Registrar of Companies, Hyderabad to accept the filing of Annual Accounts and Annual Returns for the years 2014-2015 and 2015-2016 as per the law with payment of late fee. e) to direct the banker Axis Bank, Begumpet Branch to permit the Company to operate the bank account where the Company operates its current account if the account is stopped for operations because of government orders; etc
(2.) Brief facts of the case, as mentioned in the application, are as follows: a) Algae Bio-Tech India Private Limited (hereinafter referred to as Company) was incorporated in Hyderabad on 04.05.2011 as a Private Limited Company with the name and style as ALGAE BIOTECH INDIA PRIVATE LIMITED under the Companies Act, 1956. b) The main objects for which the Company was incorporated, as given in the Memorandum of Association are To carry on the business of agents of Indian and foreign manufacturers, producers, developers, manufacturers, marketers, distributors in bio-diesel, renewable energy, food nutrients, raw materials, all kinds of power projects, power plants, agricultural units and other suitable industries for the development of micro algae. To provide technical know-how, technological, assistance, provide goods and services, act as distributors, dealers, representatives, consultants, exporters and advisers in all the fields as mentioned relating to all the facets of setting up of industries at present and in future and as educators of human resource development in the areas of sizing and selection, erection and commissioning operation and implement, develop, commercialize and market micro algae technologies in India and abroad and also enter into tie-up agreements as proprietary / patented micro algae technology provider. To supply, provide technical know-how of algae farming technologies including development, installation, erection, harvesting and marketing of final algae products like Bio-diesel, bio-oils, ethanol etc., and its Authorised Share Capital of the Company is Rs.5,00,000/- (Rupees Five Lakhs only) divided into 50,000 (Fifty Thousand only) equity shares of Rs.10/-(Rupees Ten only) . The current issued, subscribed and paid-up capital of the Company is Rs. 1,00,000/- (Rupees One Lakh only) divided into 10,000 (Ten Thousand only) equity shares of Rs.10/- (Rupees Ten only) each. c) The Company has been carrying on its operations and the requisite annual filings with ROC could not be filed for the financial years 2014-2015 and 2015-2016, and the Company was let down by the staff of the consultant professional who had promised to file the same within the stipulated time. The Company has held its Annual General Meetings regularly and paying its Income Tax and filing the returns with the Income Tax Department. The Company Current Assets and Liabilities as on 31st March, 2014 and 31st March, 2015 are Rs.2,22,553/-, Rs. 34,05,397/- and Rs.10,113/-, Rs. 32,36,420/- respectively. d) The Company has filed its returns up to the financial year 2013-2014, with Registrar of Companies, Hyderabad. The Company has filed its Income Tax Returns with in the stipulated period for the Assessment Years 2014-15, 2015-16. e) The Registrar of Companies vide its Notice No. ROC(H) 248(5) /STK-7/2017 dated 21.07.2017 in Form No.STK-7 under Section 248(5) of the Companies Act, 2013 intimating the general public of its action of striking off the name of the Appellant Company from the Register of Companies maintained by the Registrar of Companies, Hyderabad. f) The Company commenced its business activities. Therefore, the non-filing of the returns for the financial years 2014-2015 and 2015-2016 cannot be attributed to the Appellant Company that the Appellant had not been carrying on its business or operations for the default period and thereafter. Because the Appellant Company has recorded sales turnover and it has creditors and current assets. Therefore, the creditors and the shareholders will badly be affected if the Appellant Company name is struck off. The nonfiling of the returns by the Appellant Company is due to failure of the staff of the consultant professional who was entrusted to take care of the compliance with the provisions of the Companies Act, 1956/2013 and thus, non-filing of the returns is neither wilful nor voluntary on the part of the Appellant Company and under any circumstances, the non-filing of returns ought not have been construed that the Appellant became eligible to proceed against such Company for being struck off from the Register of members of the Responded. Therefore, the order of the Respondent's Office in striking off the name of the Appellant Company is not just, fair and prudent. The non-filing of the returns is neither wilful nor voluntary on the part of the Appellant Company and under any circumstances non-filing of returns ought not have been construed that the Appellant Company became either dormant or defunct to proceed against such Company for being struck off from the rolls of the Respondent.
(3.) Heard Mr.N.Munneyya, learned Counsel for the Appellant Company and Mr. R.C. Mishra, Registrar of Companies and have also carefully perused all pleadings along with extant provisions of Companies Act, 2013 along with consequential rules made there under.;