- (1.) THIS is a petition under Section 18 Sub-section (4) of the Companies Act, 1956 which raises a novel. point of Interpretation of certain provisions of the Act.
(2.) THE facts giving rise to the petition are that the National Industrial Corporation Limited thereinafter referred to as the company) had its registered office at Chandigarh and its Administrative office at 53 Regal Buildings, New Delhi. On 17th Octoaer, 1960, a special resolution was adopted by the company for the transfer of its registered office from Chandigarh in the State of Punjab to the Union Territory of Delhi. In pursuance of this resolution a petition was presented in this court for sanctioning the change of the registered office to Delhi vide Civil Original No. 11 of 1961. By order of this Court dated the 11th August 1961 the special resolu-tion was confirmed as required by Section 17. Under Section 18 Sub-section (3) of the Companies Act, certified copy ot the order confirming the alteration of the registered office of the company to Delhi was required to be filed both with the Registrars, of Companies in Punjab and Delhi within a period of three months from the date when the resolution was confirmed by this Court. The last date for filing the certified copy with the respective Registrars was 24th November 1961 after taking into account the days required for obtaining the certified copies. The certified copies were sent actually on 6th March 1962 by the company, about 3 1/2 months after expiry of the time allowed by-Section 18 Sub-section (1 ). In the petition it is stated that the delay in the sub-mission of the certified copies was due to inadvertence as the copies had been misplaced by the office assistant. The Registrar of the Companies at Delhi drew the attention of the company to Section 18 of the Companies Act and pointed out that the order of the Court had not been filed in his office within the prescribed time and, therefore, the order had to be deemed as void. He, however, suggested that the company would be well-advised to move this Court under Section 19 for extension of time for filing the order. This petition has consequently been filed praying that the time of filing of certified copies of the orders passed in Civi! Original No. 11 of 1961 with the Registrars of Companies at Delhi and Punjab may be extended till the 10th March 19s2, by which date the copies were received by the two officers. This petition has been opposed by the Registrar of Companies. The principal contention of the Registrar or Companies is that under Section 18 Sub-section (4), the time for filing of documents or for the registration or the alteration under this section can be extended by the Court if it is moved within three months from the date of the order for this purpose. The provisions of Sections 18 and 19 which have a bearing on the point are reproduced below: "18 (1) A certified copy of the order confirming the alteration, together with a printed copy of the memorandum as altered, shall, within three months from the date of the order, be filed by the company with the Registrar, and he shall register the same, and shall certify the registration under his hand. (2) The certificate shall be conclusive evidence that all the requirements of this Act with respect to the alteration and the confirmation thereof have been complied with, and thenceforth the memorandum as so altered shall be the memorandum of the company. (3) Where the alteration involves a transfer of the registered office from one State to another, a certified copy of the order confirming the alteration shall be filed by the company with the Registrar of each of the States, and the Registrar of each such State shall register the same, and shall certify under his hand the registration thereof; and the Registrar of the State from which such office is transferred shall send to the Registrar of the other State all documents relating to the company registered, recorded or filed in his office. (4) The Court, may, at any time, by order, extend the time for the filing of documents under this section by such period as it thinks proper. 19 (1) No such alteration as is referred to in Section 17 shall have any effect until it has been duty registered in accordance with the provisions of Section 18. (2) If the registration is not effected within three months next after the date of the order of the Court confirming the alteration, or within such further time as may be allowed by the Court under Sub-section (4) or Section 18, such alteration and order and all proceedings connected therewith shall, at the expiry of such period of three months or of such further time, as the case may be, become void: Provided that the Court may, on sufficient cause shown, revive the order on application made within a further period of one month. " If Sub-section (4) is read in isolation it appears to confer a plenary power upon the Court to exercise its jurisdiction for extending the time for the filing of docu- (sic) for the registration of the alteration, "at any time". The words "at any time" are of wide amplitude and reat without reference to the context, admit of no (sic) The phrase has several commutations and a grant society of meanings. The phrase "at any time" (sic) been construed "within reasonable time', (sic) certain time", "after the fulfilment of a certain condition", or "subject to the restrictions in the Act", "at all times", "at any one time", or "from time to time". Having regard to the context the meanings range (sic) to perpetuity. If the phrase is to the (sic) literally there is no period of time for the (sic) of this power by the Court and it Can do so (sic) after years or decades. This construction obviously (sic) lead to absurd results and cause unreasonable complications.
(3.) THE next expression "extend" occurring in Sub-section (4) of Section 18 admits of more than one inter- (sic) Whether it is understood in the etymological (sic) or draw out or in the ordinary sense to enlarge, to expand or to amplify the term lends it-self to a variety of meanings and in each case the true impart of the expression is to be gathered from the context. As it is used in a relative sense no absolute or (sic) meaning should be given.;