Case: Munirabad Chemicals Company Vs. B.C. Mody Exports Private Limited &amp; Another

Company Judge also noted in para 5 of his order that the subsequent correspondence was made by the Registrar of Companies with the respondent No.1 at the changed address of the registered office. In these circumstances, we find no error in the view taken by the learned Company Judge that the respondent-company had intimated to the Registrar of Companies about the change of the address of its registered office and had also filed the necessary Form No.18 on 28th July, 1981.8. Learned counsel appearing for the appellant, however, strongly relied upon Regulation 18 of the Companies Regulations, 1956. It would be useful at this stage to refer the extracts of Section 146 of the Companies Act and along side Regulation 18 of the Companies Regulations which read as under:"Section 146: (1) A company shall, as from the day on which it begins to carry on business, or as from the thirtieth day after the date of its incorporation, whichever is earlier, have a registered office to which all communications and notices may be addressed. (2) Notice of the situation of the registered office, and of every change therein, shall be given within thirty days after the date of the incorporation of the company or after the date of the change, as the case may be, to the Registrar who shall record the same: Provided that except on the authority of a special resolution passed by the company, the registered office of the company shall not be removed (a) in the case of an existing company, outside the local limits of any city, town or village where such office is situated at the commencement of this Act, or where it may be situated later by virtue of a special resolution passed by the company; and (b) in the case of any other company, outside the local limits of any city, town or village where such office is first situated, or where it may be situated later by virtue of a special resolution passed by the company. (3) The inclusion in the annual return of a company of a statement as to the address of its registered office shall not be taken to satisfy the obligation imposed by sub-section (2).(4) If default is made in complying with the requirement of this section, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five hundred rupees for every day during which the default continues.""Regulation 18: No document required or authorised by or under the Act to be registered, recorded or filed by or with the Registrar shall be registered, recorded or taken on file until the fee, if any, payable in respect thereof under Schedule X to the Act and any additional fee imposed by the Registrar under section 611(2) are paid."9. The sub-section (1) of Section 146 lays down that a company shall have a registered office to which all communications and notices may be addressed. The sub-section (2) of Section 146 says that notice of every change in the situation of the registered office shall be given within 30 days after the date of change to the Registrar who shall record the same. The sub-section (2) confers, firstly, a duty on the company to inform the Registrar of Companies of any change in the place of the registered office and simultaneously confers a duty on the Registrar of Companies to record such change. Though a time limit of 30 days has been prescribed for the company to inform to the Registrar of Companies any change in the place of the registered office, no time limit has apparently been statutorily imposed on the Registrar of Companies to record the change. However, we are of the view that the Registrar of Companies must act within a reasonable time on a notice of change given by a company. The Registrar cannot wait for months and years together to record a change. What would be the reasonable period may depend upon the facts and circumstances of each case but it certainly cannot take 18 years for the Registrar of Companies to act. We are of the view that the Registrar of Companies could not have waited for 18 long years for recording the change of the address of the registered office of the respondent No.1. 10. Regulation 18 of the Companies Regulations no doubt says that no document required or authorised under the Act to be registered, recorded or filed by or with the Registrar shall be registered, recorded or taken on file until the fee, if any, payable in respect thereof has been paid. If any document is filed without payment of the prescribed fee, it is the duty of the Registrar to pass an order directing the person to pay the fee and/or to reject the document for non-payment of the filing fee or any other legally valid ground. He cannot sit over the document filed for months and years together, in this case for 18 years, and thereafter say that the prescribed fee has not been paid. It may be noted that it is not the case of the appellant nor of the Registrar of Companies that any other formality for recording change of address of the registered office was not complied with by the respondent No.1. All other formalities appear to have been completed and the Registrar already has addressed all the correspondence to the respondent No.1 at the address of the new registered office.11. In the circumstances, we are satisfied that the place of registered office of the respondent-company was changed from Khetan Bhawan, 198, J. Tata Road, Bombay-20 to 105, Apollo Street, Bombay Samachar Marg, Bombay-400 023. The notice of demand was not issued at the address of the registered office of the respondent No.1. The learned Company Judge, therefore, committed no error in dismissing the company petition on the ground that the statutory notice of demand was not served at the registered office of the respondent No.1.

Decision (1 = appeal accepted, 0 = rejected): 0

Explanation:
0[ds]In these circumstances, we find no error in the view taken by the learned Company Judge that thehad intimated to the Registrar of Companies about the change of the address of its registered office and had also filed the necessary Form No.18 on 28th July,are of the view that the Registrar of Companies could not have waited for 18 long years for recording the change of the address of the registered office of the respondent No.1.Regulation 18 of the Companies Regulations no doubt says that no document required or authorised under the Act to be registered, recorded or filed by or with the Registrar shall be registered, recorded or taken on file until the fee, if any, payable in respect thereof has been paid. If any document is filed without payment of the prescribed fee, it is the duty of the Registrar to pass an order directing the person to pay the fee and/or to reject the document forof the filing fee or any other legally valid ground. He cannot sit over the document filed for months and years together, in this case for 18 years, and thereafter say that the prescribed fee has not been paid. It may be noted that it is not the case of the appellant nor of the Registrar of Companies that any other formality for recording change of address of the registered office was not complied with by the respondent No.1. All other formalities appear to have been completed and the Registrar already has addressed all the correspondence to the respondent No.1 at the address of the new registered office.11. In the circumstances, we are satisfied that the place of registered office of thewas changed from Khetan Bhawan, 198, J. Tata Road,to 105, Apollo Street, Bombay Samachar Marg,023. The notice of demand was not issued at the address of the registered office of the respondent No.1. The learned Company Judge, therefore, committed no error in dismissing the company petition on the ground that the statutory notice of demand was not served at the registered office of the respondent No.1.