Madhya Pradesh High Court
Chaudhary Builders Pvt. Ltd. vs Sanghi Brothers (Indore) Ltd. on 18 February, 1999
Equivalent citations: [2001]107COMPCAS466(MP)
Author: Shambhoo Singh
Bench: Shambhoo Singh
JUDGMENT B.A. Khan, J.
1. Order dated January 31, 1995, passed by the Western Region Bench of the Company Law Board condoning the delay in filing the particulars of charge in Forms Nos. 8 and 13 by respondent No. 1 and to grant the company extension of time up to May 15, 1990, is under challenge in this appeal filed under Section 10F of the Companies Act.
2. Shorn of all details, it transpires that the appellant-company executed a deed of assignment dated February 15, 1990, for assignment of certain rights of ground floor of immovable property called "Chetak Chamber", situate at 13-14, RNT Marg, Indore, admeasuring about 12,000 square feet, valuing approximately Rs. 1,22,25,000 in favour of respondent No. 1. For some reason it did not file particulars of charge in Forms Nos. 8 and 13 with the Registrar of Companies constraining respondent No. 1 to do so on May 15, 1990, under Section 125 of the Companies Act. The Registrar, vide his communication dated January 7, 1992, required the respondent-company to approach the Company Law Board under Section 141 as a delay of more than sixty days was involved. The company pursuant thereto published an advertisement dated February 7, 1992, making known its intention to approach the Company Law Board. The appellant wrote to the Board taking a variety of objections and so did respondents Nos. 2 and 3. Later, respondent No. 1 filed an application before the Company Law Board on April 16, 1992, praying for condonation of delay in filing particulars of charge in Forms Nos. 8 and 13, and for grant of extension of time up to May 15, 1990, on the plea that the appellants had failed to do so. Objections were filed by the appellants resisting condonation on all conceivable grounds including that the deed of assignment executed by the appellant-company did not create any charge and that it was not in order because of non-payment of proper stamp duty, etc. No specific objection was, however, taken by this company that condonation prayed for was not liable to be granted for one reason or the other. The Company Law Board, accordingly, on consideration of matter felt satisfied that the involved delay of one month and twenty eight days had occurred on account of failure of the appellant-company to comply with requirements of Section 125 of the Companies Act and condoned the delay in filing the particulars of charge and also granted extension of time.
3. Mr. S. Bhargava, learned counsel for the appellant-company contended that firstly the Registrar had no jurisdiction to entertain Forms Nos. 8 and 13 from respondent No. 1 as the alleged charge was only registerable under Section 125 of the Companies Act up to April 15, 1990. He also asserted that the delay involved in the matter was over two years and that the Company Law Board had wrongly treated it as one month and twenty-eight days taking the application made by respondent No. 1 before the Registrar on May 15, 1990, as the basis. He also submitted that the Company Law Board had unnecessarily dilated on other issues like the assignment deed having created a charge, etc., and had returned findings closing the door for the appellant-company on these issues.
4. Mr. Mahajan, learned counsel for respondent No. 1, on the other hand limited his submissions to the ambit and scope of Section 141 and urged that the Company Law Board was only seized of condonation application of respondent No. 1 and was not required to deal with the issues touching the merits. He submitted that the condonation granted by the Board could not be faulted because the appellant-company had not resisted it on any solid ground.
5. It appears that appellant-company had missed to resist the condonation issue and had more concentrated on issues revolving round the validity or otherwise of the terms of the assignment deed dated February 15, 1990.
6. There is nothing to show that the company had taken any serious objection to condonation of delay on the ground that the Board order suffered from some infirmity or was perverse in any way. Moreover, it is not for us in this appeal to substitute our satisfaction for that of the Board in such matters, more so when the Board order is supported by the due satisfaction and reasoning. Consequently, we find no scope to interfere in the matter and affirmed the Board order. But we must hasten to add that any observation made by the Board in this order turning on the merits of any issue involved including the interpretation of the terms of the assignment deed would have no bearing in any proceeding for registration of the deed before the Registrar or any other forum. The Registrar shall proceed with the matter uninfluenced by any of such observations made by the Board and dispose of the matter in accordance with law after allowing the parties to project their points of view, if that is contemplated by or provided for in any relevant provision of the Companies Act.