Karnataka High Court
M/S Preston India Private Limited vs Office Of Sub- Registrar on 17 December, 2021
Author: S.R.Krishna Kumar
Bench: S.R.Krishna Kumar
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IN THE HIGH COURT OF KARNATAKA AT BENGALURU
DATED THIS THE 17TH DAY OF DECEMBER, 2021
BEFORE
THE HON'BLE MR. JUSTICE S.R.KRISHNA KUMAR
COMPANY APPLICATION NO.65 OF 2016
BETWEEN
M/S. PRESTON INDIA PRIVATE LIMITED,
REGD. OFFICE 45-A, II PHASE,
PEENYA INDUSTRIAL AREA,
BANGALORE - 560 058.
REPRESENTED BY ITS DIRECTOR
...APPLICANT
(BY SRI G.KRISHNA MURTHY, SR. COUNSEL FOR
SRI PURUSHOTHAM R. AND
SRI CHANDRAKANTH PATIL K., ADVOCATE)
AND
1. OFFICE OF SUB-REGISTRAR
SUB-REGISTRAR, PEENYA,
NO.488, 2ND FLOOR, 'P' BLOCK,
KIADB BUILDING, 14TH CROSS,
4TH PHASE, PEENYA II STAGE,
BENGALURU - 560 058.
2. OFFICE OF SUB-REGISTRAR,
GANDHINAGAR,
KANDAYA BHAVAN,
5TH FLOOR, K.G.ROAD,
BENGALURU - 560 009.
...RESPONDENTS
(BY SRI RAMESH GOWDA A., AGA)
THIS COMPANY APPLICATION IS FILED UNDER RULE 9 OF
COMPANIES (COURT) RULE, 1959, PRAYING THIS HON'BLE COURT
TO DIRECT THE RESPONDENT NO.1 TO REGISTER THE DECREE
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PASSED BY THIS HON'BLE COURT IN CO.P. 101-103/2005
CONNECTED WITH COMPANY APPLICATION NO.316-318/2005
DATED 06.01.2006 AND ETC.
THIS COMPANY APPLICATION COMING ON FOR ORDERS
THIS DAY, THE COURT MADE THE FOLLOWING:
ORDER
In this application filed under Rule 9 of the Companies (Court) Rules, 1959, the applicant seeks a direction to the respondents to register the decree passed by this Court in Company Petition Nos.101-103/2005 dated 06.01.2006 and for other reliefs.
2. Heard Sri. G. Krishnamurthy, learned Senior Counsel for the applicant and learned AGA for the respondents and perused the material on record.
3. In addition to reiterating the various contentions urged in the application and referring to the documents produced by the applicant, learned Senior Counsel for the applicant invited my attention to the application in order to point out that the applicant has averred that the scheme of amalgamation as sought for in the aforesaid petitions was 3 approved by this Court vide Order dated 06.01.2006 pursuant to which the applicant has paid the requisite stamp duty of Rs.2,81,540/- for the purpose of drawing up a decree in form No.42 in terms of the said order of this Court. The order dated 06.01.2006 passed by this Court and the decree drawn up in pursuance thereof indicating that the applicant has paid the requisite stamp duty of Rs.2,81,540/- are produced as Annexures-A and B along with the application.
4. It is contended that since the applicant intends to get the said decree registered, it approached the respondents- Sub-registrars for registration, who informed him that the decree would be registered only after obtaining necessary orders from this Court. It is submitted that it is imperative and essential for the applicant to get the decree registered for the purpose of enabling the applicant to deal with the property covered under the decree and as such, it is necessary that appropriate directions are issued to the respondents to register the decree passed by this Court. It is further submitted that since the decree is not a compulsorily registrable 4 document and since registration of the decree is only optional in view of Section 17(2)(vi) r/w Section 18 of the Registration Act, the period prescribed under Sections 23 and 25 of the said Act would not be applicable to the said decree passed by this Court and consequently, the applicant would be entitled to get the decree registered by the respondents. Alternatively, it is submitted that due to oversight and inadvertence and on account of bonafide reasons, unavoidable circumstances and sufficient cause, it was not possible for the applicant to get the decree registered earlier. Learned Senior Counsel also submits that directions are to be issued to the Registry of this Court to issue a covering letter as well as Exemption Certificate in favour of the applicant for the purpose of enabling the applicant to get the decree registered by the respondents.
In support of his contentions, learned Senior Counsel placed reliance upon the following decisions:
(i) Gokilambal Vs. District Registrar - W.P.No.9944/2021 dated 23.04.2021. 5 (ii) Anitha Vs. Inspector of Registration - W.P.No.24857/2014 dated 01.03.2021. (iii) Shanmugam Vs. District Registrar - W.P.No.17583/2020 dated 10.12.2020. (iv) S. Sarvothaman Vs. Sub-Registrar - AIR 2019 Mad 125.
5. Per contra, learned AGA submits that there is no merit in the application and the same is liable to be dismissed.
6. I have given my anxious consideration to the rival submissions and perused the material on record.
7. The material on record indicates that it is an undisputed fact that the decree for amalgamation was passed on 06.01.2006 by this Court. Pursuant thereto, the applicant has paid the stamp duty of Rs.2,81,540/- by depositing the same in State Bank of Mysore, Treasury Branch of this Court vide Challan bearing No.23141/1 dated 16.02.2005 and 21.02.2006 as required under the Stamp Act. 6
8. It is relevant to state that Section 17(2) (vi) of the Registration Act makes it clear that any decree other than the Compromise Decree, which encompasses the properties other than that which is the subject matter of the proceedings need not be registered. The instant decree for amalgamation is neither a Compromise Decree nor does it include properties, which are not the subject matter of the proceedings. Consequently, the present decree is not a compulsorily registrable decree and registration of the said decree is optional in view of Section 17(2)(vi) r/w Section 18 of the Registration Act.
9. Under identical circumstances, the Madras High Court in the decisions referred to supra has come to the conclusion that since registration of the said decree is only optional, time limit of four months prescribed under Section 23 is only optional and not mandatory. As held by the Madras High Court, the period of limitation prescribed under Section 23 is not applicable to the subject decree particularly when registration of the same is optional and not compulsory and 7 accordingly, there is no bar for this Court to direct registration of the said decree. Further, in view of the explanation offered by the applicant as to why he could not get the decree registered earlier, I am of the considered opinion that in the interest of justice, the application filed by the applicant seeking directions to the respondents to register the decree dated 06.01.2006 deserves to be allowed, particularly when the entire stamp duty payable on the decree has already been paid by the applicant as stated supra.
10. As rightly contended by the learned Senior counsel for the applicant, in addition to issuing directions to the respondents to register the decree dated 06.01.2006 passed by this Court, it is also necessary to issue appropriate directions to the Registry of this Court to issue a covering letter and necessary Exemption Certificate in favour of the applicant under Section 88 of the Registration Act for the purpose of enabling the applicant to get the decree registered by the respondents.
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11. In the result, I pass the following:
ORDER
(i) The application in C.A.No.65/2016 is hereby allowed.
(ii) The respondents - Sub-Registrars are directed to register the decree dated 06.01.2006 passed by this Court in COP No.101-103/2005 by collecting applicable registration charges and applicable fine, if any, from the applicant within a period of four weeks from the date of receipt of a copy of this order.
(iii) It is made clear that since the applicant has already paid the entire requisite stamp duty of Rs.2,81,540/- vide challan bearing No.23141/1 dated 21.02.2006 before this Court, the applicant would not be liable to pay any stamp duty for the purpose of registration of the decree since the requisite stamp duty payable has already been paid by the applicant.9
(iv) The Registry of this Court is directed to issue necessary covering letter as well as Exemption Certificate under Section 88 of the Registration Act in favour of the applicant forthwith so as to enable the applicant to get the decree registered as stated supra.
SD/-
JUDGE SV/BMC