2015 (10) TMI 1094 - HC - Companies Law

Issuance of Writ of Mandamus for registration of Order under Section 23 of Registration Act Petitioner holds that after finalisation of the demerger scheme, the Respondent was approached for registration of order along with the registration charges - Petitioner further stated that the order was presented in time for registration as contemplated under Section 23 of the Act but Respondents refused to register the same - Respondents contended that the Petitioner failed to adhere to the provisions of Sections 23 and 32 of the Act and approached the Court with distorted facts Respondent states that the Petitioner did not produce the copy of the order for registration and the same was done after the expiration of more than two years which is beyond the time limit prescribed under Sections 23 and 25 - The representation so made by the Petitioner was only for mutation of ownership. Held That - Request for mutation was rightly refused by the respondents as the same was made out of the prescribed time limits and was only for mutation of entries - If the period of limitation is to be reckoned from the date of the Judgment passed by the Division Bench, the request made by the petitioner is well within the period of limitation prescribed under Section 23 - Interpretation given by the Respondents to compute the period of limitation is not tenable and the limitation shall commence from the date on which the Petitioner was furnished with the certified copy of the Judgement - Writ petition is allowed and the third Respondent is directed to accept the certified copy of the Order for registration Decided in favour of the Petitioner.

Summary

Issues:
1. Registration of court order for demerger scheme.
2. Compliance with provisions of the Registration Act.
3. Interpretation of time limit for presenting documents for registration.
4. Finality of demerger scheme approval.

Issue 1: Registration of court order for demerger scheme
The petitioner, a private limited company, sought a writ of mandamus to direct the respondents to register the court order dated 08.04.2011 approving a demerger scheme. The scheme involved transferring assets from one company to another held by the same family. A subsequent dispute led to an appeal dismissed in 2014, after which the demerger scheme was deemed final. The petitioner approached registration authorities, citing entitlement to a remission notification for registration charges.

Issue 2: Compliance with provisions of the Registration Act
The respondents contended that the petitioner failed to adhere to Registration Act provisions by not presenting the court order within the prescribed time limit. They argued that the document was not compulsorily registrable and should have been presented in person within the specified timeframe. The respondents claimed the petitioner approached the court belatedly with distorted facts, leading to refusal of registration.

Issue 3: Interpretation of time limit for presenting documents for registration
The main issue was whether the petitioner presented the court order for registration within the time limit under Section 23 of the Registration Act. The Act allows presentation within four months from the date of the order, subject to certain provisions. The court analyzed previous case law and held that the time for registration could be reckoned from the date the order became final, not necessarily the date of the original order.

Issue 4: Finality of demerger scheme approval
The court considered the finality of the demerger scheme approval in light of subsequent legal proceedings. An appeal was made against the original order, leading to a dismissal in 2014. The court concluded that the scheme's finality was dependent on the outcome of the appeal, and the petitioner's request for registration fell within the extended time limit based on the date of the appeal judgment. Consequently, the court directed the respondents to accept the certified copy of the order for registration within a specified timeframe.