Rajeswara Rao Vittanala, Member - (1.) The Present Company Application bearing CA.No.164/252/HDB/2017 is filed by Potens Fitness Solutions Private Limited,Under Section 252(3) of the rnmnanips Art. 013 R/w NCLT Rules. 2016 and Rule 87A of the NCLT(Amendment) Rules, 2017 by seeking the following reliefs : a) to pass an order for restoration of the name of the applicant in the Register of Companies maintained by the Registrar of Companies, Andhra Pradesh and Telangana; b) to direct the Registrar of Companies to place the Company and all other persons in the Company such as Director, Shareholders, Employees and all other related to the Company are in the same position as nearly as may be as if the name of the Company had not been struck off from the Registrar of Companies; c) to Order that the applicant shall deliver a v. certified copy of the order of this Tribunal to j| the Registrar of Companies (RoC) within 30 'J days from the date of the order in physical form; d) to order that upon delivery of the physical form of the certified copy of the order of this Tribunal, the Registrar of Companies (RoC) enables the applicant to deliver the order through electronic mode in the form of an attachment to INC-28 or with any other relevant from prescribed by Ministry of Corporate Affairs; e) To Order that upon such delivery, the Registrar of Companies (RoC) , do in his Official Name and Seal, publish the order in the Official Gazette enabling the Company to in the Register of Companies maintained by the RoC; f) To allow the Applicant to file pending Financial Statements and Annual Returns with RoC within 30 days, from the date of enabling the applicant by Roc in his portal, to file such documents under e-filing with requisite fee and additional fee as prescribed under Section 403 of the Companies Act, 2013 read with Rule 12 of Companies (Regulation of office and Fees) Rules, 2014, on or before a date prescribed by the Hon'ble Tribunal etc
(2.) Brief facts of the case, as mentioned in the application, are as follows: a) Potens Fitness Solutions Private Limited (herein after referred to as Company) was incorporated under the Companies Act, on 18.03.2013 as a Private Limited Company with Registrar of Companies, Hyderabad having its s 41] registered office at the address shown in the cause title of this application. b) The Company is established with main objects to carry business of owning, running, managing and franchising in India or anywhere in the world gymnasia and fitness centres and health. Clubs for men, women and children which includes body building, keep fit Training, body shaping, weight gaining, weight reducing, height increase And/ or to render all types of health care and beauty services including diet, Nutrition, yoga, massage, steam and sauana bath, Jacuzzi, health spas, Figure Control, Slimming, aerobics, dance to fitness, physiotherapy Services. Its Authorised Share Capital of the Applicant is Rs.1,00,000/-divided into 10,000 Equity Shares of Rs.10/-each. And Issued, Subscribed and Paid-up Share Capital of the Applicant is Rs. 1,00,000/-divided intol0,000 Equity Shares of Rs.10/-each. c) As on the date of this application, the Applicant Company has (3) Shareholders and the details of Directors, as per the master data maintained by the Ministry of Corporate Affairs including their date of appointment and DIN numbers as on the date of this petition are as follows: JUDGEMENT_124_LAWS(NCLT)10_2017_1.html d) The Company is carrying out its business successfully from the date of its incorporation and is conducting the Meeting of Board of Directors as well as General Meetings regularly in compliance with the provisions of the Companies Act, 1956 as well the provisions of the Companies Act 2013 whichever is in force at the relevant period. The directors have assigned the responsibility of completing the filings of the Financial Statements/ Annual Accounts/ Annual Reports and Annual Returns for all the financial years to the accounts officer of the Company. However, due to inadvertence, the applicant couldn't file the returns in time. e) The Company held its AGMs for the Financial Years ended 31.03.2014, 31.03.2015 and 31.03.2016 on 30.09.2014,30.09.2015 and on 30.09.2016 respectively. The Companyhas filed the Income Tax Returns with the IncomeTax Department regularly. It is running its services and balance sheet showing the Assets and Liabilities of the Company for the financial years 31.03.2014, 31.03.2015 &31.03.2016 are Rs.27,90,264/-, Rs.33,62,395/- & Rs.57,58,146/-respectively. f) It is stated that none of the Creditors/Shareholders or any person/persons or any Body Corporate at large would be prejudiced if the name of the Company is restored in the Register of Companies maintained by the Registrar of Companies. Moreover, the Company is planning to enter into the business of the construction \ ofvariousresidential accommodations to II various groups of people on affordable '/ rates.The Company also expressed its readiness to file all pending returns in question with prescribed fee/addl fee within time granted by the Tribunal. g) The Respondent has struck off the name of the Applicant Company from Register of Companies maintained by ROC, under Sub section (1) , (4) and (5) of Section 248 of the Companies Act, 2013, Procedurally, RoC should have sent a Notice in Form No.STK-1, and thereafter a Public Notice in From No.STK-5 followed by another public notice in Form No.STK-7. Neither Applicant nor the Directors received notice in Form No.STK-1 either physically or electronically, except displaying a Public Notice in Form NoSTK-7 vide No. ROC(H) /248(5) /STK-7/2017 dated 21.07.2017.The said notice has given an effect of Striking off and Dissolution of the Applicant Company. The Company's Master Data maintained by the ROC in the MCA Portal is also showing the company status as "Strike Off".
(3.) Heard G. Kalpana, learned CA for the Applicant Company, and Shri R.C.Mishra, Registrar of Companies.;