2007 (9) TMI 701 - Board - Companies Law

Summary

Issues Involved:
1. Condonation of delay and extension of time for filing particulars of charge u/s 141 of the Companies Act, 1956.
2. Validity of the mortgage created by the company.
3. Compliance with procedural requirements for filing e-form No. 8.

Summary:

1. Condonation of Delay and Extension of Time for Filing Particulars of Charge u/s 141 of the Companies Act, 1956:
The petitioner, ICICI Bank Limited, filed a petition u/s 141 of the Companies Act, 1956, seeking condonation of delay and extension of time for filing particulars of charge created on 28.6.02 by International Industries Limited in favor of the petitioner. The charge was to secure the repayment of a Rupee Term Loan of Rs. 450.00 lacs. The particulars of the charge were not filed with the ROC, West Bengal, within the prescribed 30 days as required u/s 125 of the Act. The petitioner argued that the delay was due to inadvertence on the part of the company and that the petitioner was prevented by sufficient cause from registering the charge itself. The Board found that the delay was due to causes beyond the petitioner's control and granted the prayer for condonation of delay.

2. Validity of the Mortgage Created by the Company:
The company contested the petition, arguing that the mortgage was unauthorized, fraudulent, and illegal. It claimed that the mortgage was created without the company's benefit or interest and without the necessary approval from the Central Government u/s 295 of the Act. The company also initiated criminal proceedings against one of its directors involved in creating the mortgage. The Board noted that its power u/s 141 is limited and does not extend to adjudicating the validity of the charges created. The Board referred to precedents where courts have held that the CLB's discretion u/s 141 is limited to condoning delays and does not involve examining the merits of the charge.

3. Compliance with Procedural Requirements for Filing e-form No. 8:
The petitioner highlighted that the newly introduced e-form No. 8 requires digital signatures from both parties, but the company was not cooperating. The petitioner requested the Board to direct the ROC to accept the e-form No. 8 without the company's digital signature. The Board, however, stated that its powers u/s 141 are limited to condoning delays and do not extend to issuing such directions. The Board extended the time for filing e-form No. 8 by 30 days from the date of the order and directed the petitioner to file a certified copy of the order along with the necessary documents with the ROC, West Bengal. If the ROC accepts the documents without the company's signature, the petitioner must pay Rs. 5,000 towards costs to the ROC.

Disposition:
The petition was disposed of with the above terms.