2007 (4) TMI 365 - HC - Companies Law

Summary

Issues:
1. Validity of notice of demand served at the registered office address.
2. Compliance with requirements of section 146 of the Companies Act, 1956.
3. Interpretation of Regulation 18 of the Companies Regulations, 1956.

Issue 1: Validity of notice of demand served at the registered office address.

The appellant filed a winding up petition against the respondent company for non-payment of dues. The appellant claimed to have served a statutory notice of demand at the address of the registered office of the respondent, but the respondent contested this, stating that its registered office had been shifted to a different address. The learned Company Judge dismissed the petition, holding that the notice served at the old address was improper. The appellant argued that they believed in good faith that the registered office was still at the old address, as there was no record of change with the Registrar of Companies. However, subsequent correspondence between the respondent and the Registrar showed that the change of address had been duly intimated and recorded, leading to the dismissal of the petition.

Issue 2: Compliance with requirements of section 146 of the Companies Act, 1956.

Section 146 of the Companies Act mandates that a company must inform the Registrar of any change in its registered office address within 30 days of such change. The sub-sections outline the duties of both the company and the Registrar in this regard. The Court emphasized the importance of timely action by the Registrar upon receiving such notifications, stating that an 18-year delay in recording a change of address was unreasonable. The Court held that the Registrar should not wait for an extended period before updating the records, especially when all other formalities had been completed by the company.

Issue 3: Interpretation of Regulation 18 of the Companies Regulations, 1956.

Regulation 18 stipulates that no document can be registered with the Registrar until the prescribed fee has been paid. The Court clarified that while non-payment of fees could lead to rejection of a document, the Registrar cannot delay action indefinitely. In this case, the Court found that the delay of 18 years in recording the change of address was unjustifiable. The Court held that all formalities for the change had been met by the respondent, and the Registrar had corresponded with the company at the new address, supporting the validity of the address change.

In conclusion, the High Court of Bombay upheld the decision of the learned Company Judge, ruling that the notice of demand was not served at the registered office address of the respondent company, as the address had been validly changed and recorded with the Registrar of Companies. The Court emphasized the importance of timely compliance with statutory requirements and rejected the appellant's arguments, ultimately dismissing the appeal.