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Project Engineers Private Limited Vs. Registrar of Companies - Court Judgment

LegalCrystal Citation
SubjectCompany
CourtChennai High Court
Decided On
Case NumberCompany Petition No. 13 of 1966
Judge
Reported in[1967]37CompCas566(Mad)
ActsCompanies Act, 1956 - Sections 18, 19 and 640A
AppellantProject Engineers Private Limited
RespondentRegistrar of Companies
Appellant AdvocateC. Harikrishnan, Adv.
Respondent AdvocateV. Suresham, Adv.
Excerpt:
- - the prayer in the judge's summons indicates that the application is under section 18(4) of the act as well. i am satisfied on a reading of the affidavit and the circumstances of the case that there is sufficient cause to excuse the delay in the filing of documents before the registrar and to extend the time as also for revival of the order which according to the registrar has lapsed......should also be counted further excluding the time taken in obtaining a copy of the order. a second copy application filed within a period of three months of the drawing up of the order would therefore be in time, and would entitle the applicant to exclude besides the time taken by the court for supplying a copy of the order, and, if filed with the registrar on receipt of the copy, it would be in time.'4. in this case the applicant secured the certified copy on september 24, 1966. he ought to have therefore filed the papers with the registrar within three months from that date. but for a sufficient cause disclosed in the affidavit in support of this application, which appears to me to be acceptable, the order copy with the enclosures were not filed before the registrar of companies,.....
Judgment:

Ramaprasada Rao, J.

1. The above petition is under Section 19 of the Companies Act read with the relevant rules of the Companies Court Rules, 1959, for excusing the delay in filing the certified copy of the order of this court dated September 1, 1966, made in Company Petition No. 13 of 1966 together with the enclosures as required under law with the Registrar of Companies. The prayer in the judge's summons indicates that the application is under Section 18(4) of the Act as well. Company Petition No. 13 of 1966 itself was one for amendment of its memorandum by changing the registered office of the petitioner-company from one State to another State. This was ordered by this court by its order dated September 1, 1966. Under Section 18(3) of the Companies Act, 1956, if the alteration of the memorandum involves a transfer of the registered office from one State to another, a certified copy of the order confirming the alteration shall be filed by the company with the Registrar of each of the States concerned and the Registrar of each State shall register the same and shall certify under his hand the registration thereof. Section 18(1) provides as follows :

'18, Alteration to be registered within three months--(1) A certified copy of the order of the court made under Sub-section (5) of Section 17 confirming the alteration, together with a printed copy of the memorandum as altered, shall, within three months from the date of the order, be filed by the company with the Registrar who shall register the same and certify the registration under his hand within one month from the date of the filing of such documents.'

2. Section 640A of the Act reads as follows :

'640A. Exclusion of time required in obtaining copies of orders of court.--Except as expressly provided in this behalf elsewhere in this Act, where by any provision of this Act, any order of the court is required to be filed with the Registrar, or a company or any other person within a period specified therein, then in computing that period, the time taken in drawing up the order and in obtaining a copy thereof shall be excluded. '

3. Thus the order of the court and the documents as annexures thereto have to be filed before the Registrar of Companies within three months from the date of the order. The order of this court having been made on September 1, 1966, ordinarily, the certified copy of the order and the annexures ought to have been filed by December 1, 1966. I have perused the records and found that it was only on September 24, 1966, that the applicant secured a certified copy of the order from this court. It is, however, contended by the learned counsel appearing for the Registrar of Companies that the applicant made an application for issue of the certified copy of the order only on September 7, 1966, and, therefore, the time taken between September 1, 1966, and September 7, 1966, ought not to be excluded under Section 640A of the Companies Act. On a perusal of the records, I find that the order was drafted only on September 8, 1966. It has therefore to be considered whether the time taken by the office of this court in drafting this order has to be excluded while computing the period prescribed by a statute in the performance of any act or application as required under law. I have been referred to a decision of this court in Saroja Mills Ltd, v. Registrar of Companies, Madras, [1964] 34 Comp. Cas. 336; [1964] M.L.J. 197 wherein a similar question arose for consideration. Veeraswami J., while considering the scope of Sections 18 and 19 of the Companies Act and with particular reference to Section 640A, held as follows :

'Sections 18 and 19 of the Companies Act, so far as the time factor is concerned, have to be read and understood in the light of Section 640A, which permits the exclusion of the time taken in drawing up the order to be filed with the Registrar and in obtaining a copy thereof. Section 18(1), read in the light of Section 640A, means that the period of three months from the date of the order would be counted excluding the time taken for drawing up the order. The period should also be counted further excluding the time taken in obtaining a copy of the order. A second copy application filed within a period of three months of the drawing up of the order would therefore be in time, and would entitle the applicant to exclude besides the time taken by the court for supplying a copy of the order, and, if filed with the Registrar on receipt of the copy, it would be in time.'

4. In this case the applicant secured the certified copy on September 24, 1966. He ought to have therefore filed the papers with the Registrar within three months from that date. But for a sufficient cause disclosed in the affidavit in support of this application, which appears to me to be acceptable, the order copy with the enclosures were not filed before the Registrar of Companies, Madras, until January 3, 1967. On an objection taken by the Registrar that the papers were filed out of time, the present application, apparently under Section 18(4) and Section 19 of the Act, was filed on January 21, 1967, for extension of time for registration of the document, after excusing the delay in filing the same earlier and to revive the order made by this court under Section 17(5). It is, however, contended by the learned counsel for the Registrar of Companies that this application is beyond time for the reason that the order worked itself out and became void and inoperative within the meaning of Section 19(2) of the Act. This is an extre ne contention and I am not persuaded to accept this. The order under Section 17 becomes void and inoperative if the documents required to be filed with the Registrar under Section 18 are not filed within the time allowed under that section. In this case, the petitioner has filed this application for extending the time for filing the documents. This court has to pass final orders thereon. Then only the time which is to be reckoned for purposes of Section 19 will begin. The learned counsel for the Registrar of Companies is taking the outer limit of time as September 24, 1966, and contends that the documents not having been filed within one month from that date, the order under Section 17(5) has lapsed under Section 19 of the Act. There is a fallacy in this. The period of one month referred io in Section 19 of the Act starts to run against the company only after the company court finally fixes the outer limit for filing the order and the documents under Section 18(4) of the Act, If a different interpretation is given, every order under Section 17 will become nugatory and void after the lapse of one month from its date under Section 19 when in fact the company can file the said order within three months from that date or within such time as allowed by the court ultimately. This is envisaged in Section 18 of the Act and in particular Section 18(4). The petitioner has time till December 24, 1966, to file the order and the documents. In order to avert the mischief of Section 19, he has to file an application within one month from December 24, 1966, so as to revive the order. This has been done. The petitioner having filed this application on January 21, 1967, is asking for (a) extension of time for filing the order and documents with the Registrar, and (b) for a revival of the order dated September 24, 1966. I am inclined to excuse the delay in filing the documents and extend the time for filing the same as the delay was not deliberate but unintentional. In this view, the order under Section 17 is automatically revived, if once time is extended for filing the documents under Section 18(4) of the Act. The petitioner in this case has applied within a month from December 24, 1966, for extension of time to file the documents and also for revival of the order within the meaning of the proviso to Section 19(2) of the Companies Act. I am satisfied on a reading of the affidavit and the circumstances of the case that there is sufficient cause to excuse the delay in the filing of documents before the Registrar and to extend the time as also for revival of the order which according to the Registrar has lapsed. While therefore reviving the order made by this court on September 1, 1966, the applicant is given finally three weeks' time from this date to file the certified copy of the same as also the necessary annexures with the Registrar of Companies. Thus prayer (1) in the judge's summons is accordingly ordered.


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