Saroja Mills, Limited vs Registrar of Companies

Veeraswami, J.—The order confirming the alteration was made by this Court on January 11, 1963 and it was drawn up on April 3, 1963.

On January 15, the Petitioner applied for a copy of the order; but for want of steps it was struck off on April 17, 1963. The Petitioner again

applied for a copy on June 24, 1963. The question is whether the copy application is in time.

To decide this matter, it is necessary to refer to three sections of the Indian Companies Act, 1956. Sub-section (1) of Section 18 requires that

an order made u/s 17(5) should be filed with the Registrar of Companies within three months from the date of the order. Sub-section (4) of

Section 18 enables the Court, by order, to extend the time for the filing of the order by such periods as it thinks proper. Where there is failure to

comply with the requirement of Section 18(1), the effect of such failure is indicated by Section 19, which is that, at the expiry of the period

mentioned in Section 18(1), the order confirming the alteration shall become void and inoperative. A proviso to Sub-section (2) of Section 19,

however, gives power to the Court, on sufficient cause being shown to revive the order on application made within a further period of one month.

Both these sections, as it seems to me so far as the time factor is concerned, have to be read and understood in the light of Section 640-A, which

provides for exclusion of time required in obtaining copies of orders of Court. This section says that, whenever a Court''s order is required to be

filed with the Registrar within a specified period, in computing that period, the time taken in drawing up the order and in obtaining a copy thereof

shall be excluded.

The contention for the Petitioner is that, on the facts of this case, since the drawing up of the order was only on April 3, 1963, the application for

copy made on June 24, 1963, was within time. To put it differently, the construction placed upon Section 18(1), read in the light of the other

statutory provisions I have referred to, is that the time taken by the Court to draw up its order can be added on to the period of three months

independent of the time taken by the Court for supplying a copy of the order on an application therefore.

On the other hand, learned Government Pleader for the Registrar argues that, since the order confirming an alteration should be filed within three

months from the date of the order and this provision is controlled by Section 19(2), any application filed beyond three months of the date of the

order, in any case within a further period of one month, in view of the proviso to Sub-section (2) of Section 19, would be out of time. Reliance for

this construction is placed on a decision of mine in Janardhana Mills, Ltd. v. Registrar of Companies ILR (1964) Mad. 645. I do not think that

neither the construction contended for the Registrar nor the decision relied on by him is of any assistance to him, on the facts of this case. In that

case, the application for excusing the delay was filed more than a year after the drawing up of the order. It was held in that case that Section 19(2),

along with its proviso, controlled the scope of Sub-section (4) of Section 18 and that being the case, any application for a copy after the expiry of

the four months, that is to say three months from the date of the order and one month contemplated by the proviso excluding the time taken for

drawing up the order, would be out of time.

But here, the application was filed on June 24, 1963, within three months of the date of drawing up of the order. Sub-section (1) of Section 18

read in the light of Section 640-A means that the period of three months from the date of the order would be counted, excluding the time taken for

drawing up the order. The period should also be counted further excluding the time taken in obtaining a copy of the order. A second copy

application in this case is within a period of three months of the drawing up of the order and that brings it within the time.

I hold, therefore, that the copy application filed on June 24, 1963, is within time. The Petitioner is entitled to exclude besides the time taken by

the Court for supplying a copy of the order. It follows, therefore, that the Petitioner filed the order with the Registrar in time, It is held accordingly.