1993 PLP 1398 (CLC)

Petitioner‑company having, satisfied certain mortgages in favour of Habib Bank Ltd. and National Bank of Pakistan applied to the respondent/Registrar on 29‑1‑1986 for issuing a certificate of satisfaction of charge. The application was accompanied by six memoranda of satisfaction of mortgage or charge in Form XXVIII. The application was received in the office of the Registrar on 2‑2‑1986. The documents appended with the application were found defective/incomplete in certain respects. The Deputy Registrar wrote a letter dated 9‑7‑1986 (Annex. H‑1) to the Secretary of the petitioner‑company pointing out therein the following deficiencies:‑ (i) Name of signatory of all the documents is wanting. (ii) The documents are not dated nor filled ,in properly. (iii) The contents of Memorandum of satisfaction of Mortgage/Charge have not been filed on Form "17" prescribed under the Companies (General Provisions and Forms) Rules, 1985. (iv) Filing fee is less by Rs.240. It was also pointed out by the Deputy Registrar that the Memorandum of satisfaction of charge of the value of Rs.35,00,000 was not enclosed with the petitioner's application. Petitioner‑company was accordingly advised "to collect back the documents for rectification and early re submission". It appears that the petitioner‑company collected the documents from the office of the Registrar and re‑submitted the revised documents duly corrected on 22‑7‑1986. It may be stated that the fresh Memoranda of complete satisfaction of mortgages were submitted in the requisite Form XVII. Petitioner is shown to have sent a reminder to the Registrar on 27‑5‑1992 requesting him to issue the certificate of satisfaction of mortgage. The Registrar vide letter dated 6‑8‑1992 (Annex. L) informed the petitioner that the documents/Forms XVII submitted on 22‑7‑1986 were still incomplete as name of the company was missing in all the Forms and in the Form relating to the satisfaction of charge for Rs.10,00,000 amount or date of registration was incorrect and in yet another Form for satisfiaction of Rs.7,50,000 date of satisfaction was not given. The Registrar accordingly intimated the petitioner that "since the company failed to submit documents complete in all respects within the statutory period of 21 days, these cannot be recorded without leave of the High Court under section 131 of the Companies Ordinance, 1984".

2. The Joint Registrar and the Deputy Registrar have appeared alongwith their counsel Mian Saeed Akhtar, Advocate. I have heard the learned counsel for the parties as also the Joint Registrar. It is not denied that the petitioner moved the application for certificate of satisfaction on 29‑1‑1986. The Joint Registrar has, however, submitted that since the date of the satisfaction of the charge was not indicated either in the application or in the accompanying documents, it was‑ not possible to ascertain whether application was moved within 21 days of the satisfaction of the charge. He has further submitted that the documents appended with the application were also deficient in certain necessary particulars and the memoranda were also not in prescribed Form. Accordable to the Joint Registrar, since the documents were incomplete, petitioner could not be said to have filed the application for the certificate within the prescribed period of 21 days. The revised documents/memoranda re‑submitted by the petitioner on 22‑7‑1986 quite clearly indicated that the charge was satisfied on 15th and 16th January, 1986. That being so, the application initially moved by the petitioner on 29‑1‑1986 was well within time as the period prescribed for firing such application was 21 days from the date of the satisfaction of the charge. If the Registrar had any doubt about the factum of satisfaction of charge, he could make necessary enquiries from the banks concerned. He can do it even now. Needless to observe that any formal defects in the application and/or the documents appended therewith do not affect the factam of filling, of the application which admittedly was filed on 29‑1‑1986. If as submitted by the petitioner, the charge was satisfied on 15th/16th of January, 1986, which fact the Joint Registrar may ascertain, if he deems it necessary, the intimation thereof conveyed to the Registrar through application dated 29‑1‑1986 received in the office of the Registrar on 2‑2‑1986) was within the period prescribed by section 132 of the Companies Ordinance. In this view of the ratter, the. Registrar should have issued the requisite certificate to the petitioner‑company, of course, on being satisfied that the payment or satisfaction of the debts was made on 15th/16th January, 1986 and after, getting the permissions printed out in the impugned letter rectified. Learned counsel for the petitioner undertakes that the petitioner shall remove the objections pointed out in the impugned letter. Be that as it may, the delay, if any, is condoned and the Registrar is directed to proceed in the matter strictly according to law and issue the requisite certificate to the petitioner‑company without any unreasonable delay. With these observations, this petition is disposed of. AA./H‑75/L Order accordingly.