2011 (6) TMI 675 - Board - Companies Law

Shifting of registered office from West Bengal to Maharastra - e-filing was refused by RoC, Maharashtra on ground that company s registration number with the RoC, Maharashtra, was not found on its records, thereby the petitioner was requested to submit its certificate of incorporation as because the registration No.24174 mentioned by the petitioner belongs to another company - petitioner kept on filing statutory records with the RoC, Maharashtra, in the belief that the registered office of the petitioner was shifted to the State of Maharashtra as it obtained receipts from 1985 to 1999 for all the records it filed with the RoC, Maharashtra Held that - petitioner-company placed no material before respective Registrars within the time stipulated in the statute, even if it is presumed as filed within time, if no certification is not given, then the remedy is elsewhere but not before a Tribunal which is vested with limited powers. Since almost 28 years lapsed after this Bench passed order confirming the resolution shifting its registered office from the jurisdiction of RoC, West Bengal, to the jurisdiction of RoC, Maharashtra, since the statute expressly bars from using discretion either in condoning delay or for passing any orders on the ground of equity, this Bench will not have any legal authority either to condone the delay under sub-section (4) of section 18 or revive it under proviso of section 19 of the Act

Issues Involved:
1. Condonation of delay in filing the application.
2. Issuance of a fresh certified copy of the order dated 23rd April, 1983.
3. Granting leave to file necessary forms before the RoC, West Bengal, and RoC, Maharashtra.
4. Direction to RoC, West Bengal, to transmit documents to RoC, Maharashtra.
5. Inherent powers of the Company Law Board (CLB) under regulation 44.
6. Authority of CLB to condone delay and pass consequential orders.

Detailed Analysis:

1. Condonation of Delay in Filing the Application:
The petitioner sought condonation of any delay in making the instant application. The petitioner argued that the delay should be excused to prevent exposure to various breaches under the Companies Act, 1956, and potential criminal prosecutions of its officers. The petitioner cited the case of Shivalik Steels & Alloys (P.) Ltd. v. Registrar of Companies, where a four-year delay was condoned, suggesting a precedent for leniency in similar circumstances.

2. Issuance of a Fresh Certified Copy of the Order Dated 23rd April, 1983:
The petitioner requested a fresh certified copy of the order dated 23rd April, 1983, which confirmed the alteration of the registered office from West Bengal to Maharashtra. The petitioner claimed that despite filing the necessary forms and documents with the RoC, West Bengal, and RoC, Maharashtra, the company faced issues with e-filing and was advised to upload a fresh CLB order under section 17 of the Act.

3. Granting Leave to File Necessary Forms Before the RoC, West Bengal, and RoC, Maharashtra:
The petitioner sought leave to file Form Nos. 18, 21, and other relevant statutory forms before the RoC, West Bengal, and RoC, Maharashtra. The petitioner argued that the company had been filing statutory records with RoC, Maharashtra, from 1985 to 1999 and received receipts, indicating compliance.

4. Direction to RoC, West Bengal, to Transmit Documents to RoC, Maharashtra:
The petitioner requested that RoC, West Bengal, be directed to transmit the fresh certified copy of the order dated 23rd April, 1983, along with necessary documents to RoC, Maharashtra, to effect the shifting of the registered office and alteration of the object clause.

5. Inherent Powers of the Company Law Board (CLB) under Regulation 44:
The petitioner argued that the CLB has inherent powers under regulation 44 of the Company Law Board Regulations, 1991, akin to the inherent powers of a civil court under section 151 of the Code of Civil Procedure, 1908, to render justice in the present case. The petitioner cited Sugavaneswara Spg. Mills Ltd. v. S. Arunachalam, where the CLB invoked its inherent powers to address the issue.

6. Authority of CLB to Condoned Delay and Pass Consequential Orders:
The main point for determination was whether the CLB had the authority to condone the delay in filing the certified copy of the order dated 23rd April, 1983, and pass consequential orders. The statutory position under sections 17, 18, and 19 of the Companies Act, 1956, was examined. Section 18 mandates that a company must file the necessary documents within specified periods, and section 19 states that alterations have no effect until duly registered. The CLB concluded that the order dated 23rd April, 1983, had become void under sub-section (2) of section 19 due to non-compliance within the stipulated time. Consequently, the CLB lacked the legal authority to condone the delay or revive the expired order.

Conclusion:
The petition was dismissed as the petitioner failed to comply with the statutory requirements under sections 18 and 19 of the Companies Act, 1956. The CLB determined that it did not have the authority to condone the delay or pass the requested orders, and the reliefs sought by the petitioner were inconsistent with the statutory provisions.

← Previous Next →