- (1.) The Present Company Application bearing CA NO.16/252/HDB/2018 is filed by Ms. Rashmi Rajpal (Director) 85 Another representing M/s. KLIENZ HERBAL PRIVATE LIMITED, under Section 252(3) of Companies Act, 2013, by inter-alia seeking to set aside the order of the 2nd Respondent with regard to striking off the name of the 1st Respondent Company from the register of companies; restoring name of the 1st Respondent Company and to pass all consequential orders etc.
(2.) Brief facts of the case, as mentioned in the application, are as follows: (1) M/s. KLIENZ HERBAL PRIVATE LIMITED (hereinafter referred to as the Company) was incorporated under the Companies Act, 1956 on 12th March, 2007 as a Private Limited Company with the Registrar of Companies, Andhra Pradesh and Telangana and its registered office at Flat No.402, Saila Vilas, Rajbhavan Road, Somajiguda, Hyderabad - 500 034, Telangana. (2) The main objects of the company is to carry on business as manufactures Distributors and dealers in all kinds of herbal products and proprietary products, hair, skin, nail and other beauty preparations, deodorants, aerosol and pump-spray products, baby products, petroleum and minerals oil products, chemicals, acids and alkalis, all kinds of perfumery and other compounds, etc. (3) The Authorized Share 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] each. The Issued, Subscribed and Paid-up Share Capital of the Applicant is Rs. 1,00,000/-[Rupees One Lakh only) ] divided into 10,000 (Rupees Ten Thousand) Equity Shares of Rs.10/- (Rupees Ten Only) each. (4) The Company has not filed Annual Returns for the financial years 2011-12, 2012-13, 2013-14, 2014-15 and 2015-16. Hence the Company was served STK-1 notice vide ROC/HYDERABAD/STK-1/Revised dated 05.05.2017, U/s 248(11), (4) and (5) of the Companies Act, 2013 for non-filing of Annual Returns. (5) The 1st Respondent Company is having 2 (Two) Shareholders as on the date of this Application. Both the Applicants are the promoter shareholders who are I having 100% shareholding together. The list of present shareholding of the 1st Respondent Company is as under: JUDGEMENT_280_LAWS(NCLT)2_2018_1.html (6) Both the Directors who were disqualified to act as Directors under section 164(2) from 01st November 2014 to 31st October 2019 are also the promoter shareholders and are continuing as shareholders at present as explained supra. The details of disqualified 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 Application are furnished hereunder: JUDGEMENT_280_LAWS(NCLT)2_2018_2.html (7) The Company is Carrying out its business successfully from the date of its incorporation and is conducting the Annual General Meetings regularly in Compliance with the provisions of the Companies Act, 1956 as well as the provisions of Companies Act, 2013, whichever is in force at the relevant period, and the Company has filed the Income Tax returns with the Income Tax Department regularly. (8) ROC has struck off the name of the 1st Respondent Company which has been displayed in the Master data maintained by the Ministry of Corporate Affairs. Prior to Strike Off the name of the Company, ROC has issued the following notices in the manner described there under: i. The Applicants and the 1st Respondent Company has not received notice in the Form STK-1 pursuant to sub-section (1) and (2) of Section 248 of the Companies Act, 2013. ii. ROC has displayed a Notice in Form STK-5 in the portal maintained by the Ministry of Corporate Affairs vide no. ROC/Hyderabad/STK-1/Revised dated 05.05.2017. iii. ROC has displayed another Notice in Form STK- 7 in the portal maintained by the Ministry of Corporate Affairs vide no. ROC(H) /248(5) /STK-7/2017 dated 21.07.2017 (9) Due to administrative reasons, the Company could not file the RoC returns from FY 2011-12. The Directors of the Company have consulted the legal experts and on the opinion it was thought that the Annual Returns and Financial Statements for the year 2011-12, 2012-13, 2013-14, 2014-15, 2015-16 can be filed with the Registrar of Companies with additional fee as contemplated under Section 92 and 137 read with Section 403 of the Companies Act, 2013 during the month of September, 2017 prior to conducting the recent Annual General Meeting. Other than the said reason, there was no intentional delay on part of the Company and its Directors in complying with the provisions of the Companies Act, 2013. (10) The Directors have come to know that RoC has struck off the name of the 1st Respondent Company, from the Register of Companies. The Applicants being the Promoter shareholders and Directors understood the said fact of striking off from the register while trying to file the said returns during the second week of September, 2017. The Master data available in the Portal of MCA displaying that the name of the Company is Struck Off from the register from which only the Applicants have come to know about the said Strike Off. (11) The Annual Accounts and the Annual Returns pertaining to five financial years i.e. 2011-12, 2012-13, 2013-14, 2014-15 and 2015-16 are to be filed. The applicant will be able to complete its filing of pending Annual Returns and Financial Statements, upon granting of the prayers stated in this application, and when the name is restored and change its status from 'Strike Off to 'Active' in the Register of Companies maintained by the ROC and change. (12) The Company is operational and the revenue from operations for the financial years 31.03.2012, 31.03.2013, 31.03.2014, 31.03.2015 and 31.03.2016 is Rs. 2,429,048.38/-, Rs. 3,530,953.11 Rs.4,083,009/-, Rs.8,180,266/- , Rs.12,313,763/-and Rs. 14,120,266/- respectively. (13) The 1st Respondent Company's operations are active and there are advances received from the customers. Trade payables of Rs.82,52,805/- and Trade receivables of Rs.41,86,912/- are outstanding as on 31.03.2017. For FY 2016-17, the Company has earned a Profit after Tax of Rs.2,80,783/-. The auditors have also mentioned in their report that they have adopted significant accounting policies while composing the Balance Sheet and Statement of Profit and Loss Account. (14) It is further submitted that none of the Creditors/ Shareholders or any person/ persons or any Body Corporate at large will be prejudiced if the name of the 1st Respondent Company is restored in the Register of Companies maintained by the Registrar of Companies. (15) The Company has commenced its business in the recent past and it is ready to file its pending returns and income tax returns as required under the Act and pray this Tribunal to direct the Registrar of Companies to change the status of the Company to active from strike off. (16) It is submitted that the 1st Respondent Company was carrying the business at the time of its name being struck off, carrying on business operations as explained and therefore it is just that the name of the 1st Respondent Company be restored to the Register of Companies.
(3.) Heard Ms. Madhavi, learned PCS for the Applicant and we perused all pleadings along with extant provisions of law.;