1976 (10) TMI 81 - HC - Companies Law

Memorandum of association Alteration to be registered within three months, Effect of failure to register

Summary

Issues:
1. Jurisdiction of the court to revive its own order after lapse.
2. Interpretation of the Companies (Amendment) Act, 1974 provisions.
3. Calculation of time for filing documents with the Registrar.
4. Consideration of "sufficient cause" for revival of the order.

Analysis:

1. Jurisdiction of the Court:
The judgment addresses the jurisdiction of the court to revive its own order after it has lapsed due to non-filing of required documents within the stipulated time. The court examines the implications of the Companies (Amendment) Act, 1974, which transferred authority from the court to the Company Law Board for certain matters under the Companies Act, 1956. The judgment concludes that in the present case, the court retains jurisdiction to revive its order, as the proceedings were pending before the court prior to the Amendment Act coming into force.

2. Interpretation of Amendment Act Provisions:
The judgment delves into the interpretation of the provisions of the Companies (Amendment) Act, 1974. It specifically analyzes section 5(2) of the Amendment Act, which protects proceedings pending before the court or already decided by the court from the application of the amended sections. The court determines that the unamended sections 18 and 19 of the Companies Act, 1956, would apply in the present case, leading to the conclusion that the court has the authority to revive its order.

3. Calculation of Time for Filing Documents:
A critical aspect of the judgment involves the calculation of the time allowed for filing documents with the Registrar as per the Companies Act, 1956. The court considers the period of three months from the date of the order, along with additional days required for obtaining a copy of the order for filing. It is established that the time taken to obtain the copy must be excluded in computing the three-month period. The judgment provides a detailed analysis of the timeline for filing documents and the application for revival within the specified timeframe.

4. Consideration of "Sufficient Cause" for Revival:
The judgment scrutinizes the concept of "sufficient cause" for reviving the order under section 19(2) of the Companies Act, 1956. The applicant cites the loss of the certified copy of the order as the cause for the delay in filing with the Registrar. The court opines that a strict interpretation of "sufficient cause" should not penalize the company for the advocate's error. It concludes that the cause shown by the applicant is adequate in the circumstances, leading to the revival of the order.

In conclusion, the judgment clarifies the jurisdiction of the court, interprets the relevant provisions of the Amendment Act, calculates the time for filing documents accurately, and considers a sufficient cause for reviving the order under the Companies Act, 1956.