2000-(001)-CLJ -0236 -MP Companies Act Judgements

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2000-(001)-CLJ -0236 -MP

CHOUDHARY BUILDERS (P) LTD., INDORE v. SANGHI BROTHERS (INDORE) LIMITED.

Company Appeal No. 6 of 1995, decided on February 16, 1999.

IN THE HIGH COURT OF MADHYA PRADESH AT INDORE

S. BHARGAVA, Advocate, with KOCHATTA, Advocate, for the appellant.

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J. W. MAHAJAN, Advocate for respondent 1.

CONSUL, Advocate, for respondent 2.

S. K. JAIN, Advocate, for respondent 3.

ORDER

B. A. KHAN, J. – Order, dated 31.1.1995, passed by Western Region Bench of Company Law Board condoning the delay in filing the particulars of charge in Form Nos. 8 and 13 by respondent No. 1 and to grant the company extension of time upto 15.5.1990 is under challenge in this appeal filed under section 10 of the Companies Act.

2. Shorn of all details, it transpires that appellant company executed a deed of assignment, dated 15.2.1990 for assignment of certain rights of ground floor of immovable property called ‘Chetak Chamber’, situated at 13-14, RNT Marg, Indore, admeasuring about 12,000 square feet, valuing approximately Rs. 1,22,25,000 in favour of the respondent No. 1. For some reasons, it did not file particulars of charge in Form Nos. 8 and 13 with Registrar of Companies constraining respondent No. 1 to do so on 15.5.1990, under section 125 of the Companies Act. Registrar, vide his communication, dated 7.1.1992 required the respondent company to approach the Company Law Board under section 141 as delay of more than sixty days was involved. The company pursuant thereto published an advertisement, dated 7.2.1992 making known its intention to approach the Company Law Board. 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 Company Law Board on 16.4.1992 praying for condonation of delay in filing particulars of charge in Forms Nos. 8 and 13, and for grant of extension of time upto 15.5.1990 on the plea that appellants had failed to do so. Objections were filed by respondents resisting condonation on all conceivable grounds including that deed of assignment executed by 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 the matter felt satisfied that the involved delay of one month and twenty eight days had occurred, on account of failure of appellant company to comply with requirements of section 125 of 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 appellant company, contended that, firstly, Registrar had no jurisdiction to entertain Forms No. 8 and 13 from respondent No. 1 as alleged, charge was only registerable under section 125 of Companies Act upto 15.4.1990. He also asserted that the delay involved in the matter was over two years and that Company Law Board had wrongly treated it as one month and twenty eight days taking the application made by respondent No. 1 before Registrar on 15.5.1990 as the basis. He also submitted that 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 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 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 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 15.2.1990.

6. There is nothing to show that the company had taken any serious objection to condonation of delay on the ground that 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 affirm the Board order. But we must hasten to add that any observation made by the Board in this order turning on the merit 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 Registrar or any other Forum. The Registrar shall proceed with the matter on the influence (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 views, if that is contemplated by or provided for in relevant provisions of Companies Act.

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