1963 (1) TMI 28 - HC - Companies Law

Summary

Issues Involved:
1. Interpretation of Section 18, sub-section (4) of the Companies Act, 1956 regarding the extension of time for filing documents.
2. Validity of the order confirming the alteration of the registered office after the prescribed time.
3. Applicability of Section 19, sub-section (2) of the Companies Act, 1956.
4. Distinction between the terms "extend" and "revive" within the context of the Companies Act, 1956.

Issue-wise Detailed Analysis:

1. Interpretation of Section 18, sub-section (4) of the Companies Act, 1956 regarding the extension of time for filing documents:
The court examined whether Section 18, sub-section (4) grants the court the power to extend the time for filing documents "at any time." The court noted that the phrase "at any time" has a wide range of meanings and can imply different timeframes depending on the context. The court emphasized that a literal interpretation allowing extensions even after years would lead to absurd results and unreasonable complications. Therefore, the court concluded that "at any time" should be interpreted within the context of the statute, meaning the extension should be sought while the period of limitation (three months from the date of the order) is still running.

2. Validity of the order confirming the alteration of the registered office after the prescribed time:
The court addressed the issue of whether the order confirming the alteration of the registered office becomes void if the certified copies are not filed within the prescribed time. It was noted that the certified copies were sent approximately 3 1/2 months after the expiration of the time allowed by Section 18, sub-section (1). The court referred to Section 19, sub-section (2), which states that the order becomes void if the documents are not filed within the prescribed time. Since the certified copies were not filed within the three-month period, the order confirming the alteration became void and inoperative after 21st November, 1961.

3. Applicability of Section 19, sub-section (2) of the Companies Act, 1956:
The court highlighted the significance of Section 19, sub-section (2), which provides that the order confirming the alteration becomes void if the registration is not effected within three months or within such further time as may be allowed by the court. The court emphasized that once the period has expired, the order cannot be extended to validate what has become void and inoperative. The court also referred to the proviso to Section 19, sub-section (2), which allows the court to revive the order if an application is made within a further period of one month, provided sufficient cause is shown. In this case, no application was made within the three-month period, and therefore, the order became void and inoperative.

4. Distinction between the terms "extend" and "revive" within the context of the Companies Act, 1956:
The court analyzed the terms "extend" and "revive" as used in Sections 18 and 19 of the Companies Act, 1956. The court noted that "extend" means to prolong the duration of something that is still extant, whereas "revive" means to bring back to life something that has become void and inoperative. The court concluded that the use of these terms is intentional and context-specific, indicating that an extension can only be granted while the period is still running, and revival can only occur after the period has expired and the order has become void.

Conclusion:
The court dismissed the petition, holding that the application for extension of time for filing the documents was made after the expiry of the period allowed and, therefore, could not be entertained. The petition failed, and the court ordered the petitioner to bear the costs.