9911796707
TMI Blog1986 (7) TMI 331X X X X Extracts X X X X X X X X Extracts X X X X ..... rinted, be divided into paragraphs numbered consecutively and be signed by each subscriber. Under section 33 of the Companies Act, the memorandum and articles of association should be presented for registration to the Registrar of that State in which the registered office of the company is situate. A declaration by a chartered accountant who is engaged in the formation of the company shall be filed with the Registrar and the Registrar may accept such declaration as sufficient evidence of such compliance. As per the same section, if the Registrar is satisfied that all the requirements aforesaid have been complied with by the company and that it is authorised to be registered under the Act, he shall retain and register the memorandum and articles, if any. It is submitted in the affidavit that even though section 15 provides that the memorandum shall be printed, due to technological development and methods of printing developed recently, by a Circular No. 3/81 (F. No. 8/31/15/80 CLV), dated December 15, 1981, the Government of India and the Department of Company Law Board declared that offset printing is one of the latest developed printing systems, that the said printing system was d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hence the memorandum and articles of association printed by offset printing can be accepted by the Registrar of Companies for the purpose of registration of companies. In terms of sections 15 and 30 of the Companies Act, read with the circular dated December 15, 1981, of the Department of Company Affairs, apart from the conventional printing, the only other mode of printing recognised for submission of memorandum and articles of association for incorporation of new companies is "offset printing". The petitioner himself admits that the memorandum and articles of association in question were not printed by "offset printing" and hence not prepared in accordance with the Circular dated December 15, 1981, of the Department of Company Affairs relied upon by the petitioner. The so called computer printing as claimed by the petitioner is more akin to that of typing susceptible to erasing, defacing, etc., and hence not recognised as "printing" to meet the requirements of sections 15 and 30 of the Companies Act. The petitioner submitted the memorandum and articles of association for registration of only five companies on the dates noted against each : * Mantralaya Finance and Leasing P. L ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... statute has prescribed printed documents. Lastly, it is added that every year thousands of companies are registered all over the country, including the State of Tamil Nadu. Any watering down of the qualitative requirement of printing will cause serious damage to public interest, as documents are to be preserved permanently for information and use to the investing public, especially the creditors and contributories of the companies. Further, the memorandum of association and articles of association are permanent records and they are public documents, open to inspection by the public and other agencies including for use in court proceedings and also for providing certified copies, including photo copies to those who require. So, it is absolutely essential that these documents should be very legible and the matter should remain intact without fading away for all times to come. Knowing very well the importance of the documents, the Legislature has put it in the statute itself that the documents should be printed ones. The petitioner is agitating only from a selfish angle to save a few hundred rupees in printing cost unmindful of the far-reaching adverse consequences resulting from wat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... v. Brougham [1918] AC 514 (HL). The purpose of such association is to enable the shareholders, creditors and those dealing with the company to know what is its permitted range of enterprise. In setting out the objects of a company, its memorandum usually, sets out the several powers which the company will be entitled to. exercise in carrying out its objects. In the same case, it is laid down that the practice has become so common and widespread that the Registrar usually does not refuse to register a memorandum containing, besides its objects, the several powers which a company may exercise in effecting its objects. The result is "to bury beneath a mass of words the real object or objects of the company with the intent that every conceivable form of activity shall be found included somewhere within its terms". With this, I pass on to section 15 of the Act. That says : "The memorandum shall-- (a)be printed". (rest of the section is omitted as unnecessary) Now, I will consider what exactly is the meaning of "print". The word "print" in Webster's Dictionary (Seventh New Collegiate Dictionary) means : "1(a)A mark made by pressure--impression; (b )Something impressed with a prin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing technology, certainly computer-printing fulfils every requirement of printing. Then again, I am not impressed with the argument that if the memorandum and articles of association are printed by computer, their reference value in the long run would be uncertain and it may hot stand the test of time and it is likely to fade away with the efflux of time. This is only hazarding a guess unsupported by any technical data without any actual material on which the first respondent could come to such an opinion. The argument is that if this kind of printing is accepted, it will open the floodgates, for recognising typewritten or cyclostyled materials undermining the very object with which the statute has prescribed printed document, cannot be held to be tenable. There is an ocean of difference between printing and typewriting or cyclostyling. They cannot be compared with a case of computer-printing. The stand taken in the counter-affidavit that the writ petitioner is agitating only from a selfish angle to save a few hundred-rupees in printing cost, unmindful of the far-reaching adverse consequences resulting from watering down the statutory requirement, in my considered view, is an argu ..... X X X X Extracts X X X X X X X X Extracts X X X X
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