2006 PLP 810 (CLD)

NAZIR AHMED SHAHEEN, REGISTRAR OF COMPANIES.

This order shall dispose of show cause proceedings initiated against M/s Sasta Phone (Private) Limited (herein after referred to as the "Company") for violation of the mandatory provisions of section 142 read with section 476 of the Companies Ordinance, 1984 (hereinafter referred to as the "Ordinance").

2. Brief facts of the matter are that the company has changed its registered office with effect from 14-11-2005 and was required to inform the concerned registrar on prescribed Form-21 within twenty eight days of such change as required A under section 142 of the Ordinance, however the same was filed on 28-12-2005 i.e., with a delay of 17 days. Section 142 of the Ordinance provides that:--

142. Registered office of company.

(1) A company shall as from the day on which it begins to carry on business, or as from the twenty-eighth day after the date of its incorporation, whichever is the 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 any change therein shall be given within twenty-eight days after the date of the incorporation of the company or of the change, as the case may be, to the registrar who shall record the same. (3) The inclusion in the annual return or any other document of a company of the statement as to the address of its registered office shall not be taken to meet the requirements of subsection (2). (4) If a company fails to comply with the requirements of subsection (1) or (2), it shall be liable to a fine which may extend to two hundred rupees for every day during which such non-compliance continues, and every officer of the company who knowingly and wilfully authorises or permits the default shall be liable to the like penalty.

3. Accordingly, a notice dated April 3, 2006 was issued to the Chief Executive of the Company to show cause as to why the penalty as provided under the relevant provisions of the Ordinance for the aforesaid violation may not be imposed.

4. Subsequently on the verbal request of the Company, hearing in the matter was held on April 13, 2006 where, Mr. Shehzad Ahmed Malik, ACMA appeared before me to represent the Company and argued the case. He submitted written submission as well. During hearing, Mr. Malik contended that the Company and its directors respect the law and had also complied with its provisions in the past, however, this time due to absence of chief executive, certain documents/ information were not filed timely. He also prayed that as the default was not committed wilfully, it may be condoned.

5. I have gone through relevant provisions of the law. It is duty of every officer of the company to file relevant Form-21 with the registrar concerned within the prescribed time period, however, in the instant case as the default was not committed wilfully, I take a lenient view of the matter and condone the penalty with a warning to all concerned officers of the company to be careful in future in compliance of the mandatory provisions of the Ordinance. H.B.T./66/SEC??????????????????????????????????????????????????????????????????????????????????? Order accordingly.