Computer-printed memorandum and articles of association satisfy "printed" requirement under section 15 Companies Act 1956

The HC held that computer-printed memorandum and articles of association satisfy the "printed" requirement under section 15 of the Companies Act, 1956. The court rejected the Registrar's argument that accepting computer-printing would undermine statutory requirements by equating it with typewriting or cyclostyling. The court emphasized that law is dynamic and must adapt to technological advancements. Computer-printing falls within the definition of printing as "the art of impressing letters" and multiplying copies. The court directed the Registrar to accept the computer-printed memorandum, stating that obstacles should not impede scientific progress through orthodox interpretations.

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Issues Involved:
1. Whether computer-printed memorandum and articles of association can be accepted as "printed" under section 15 of the Companies Act, 1956.
2. The interpretation of the term "printed" within the context of the Companies Act, 1956.
3. The applicability of technological advancements in printing to legal requirements.

Issue-wise Detailed Analysis:

1. Acceptance of Computer-Printed Memorandum and Articles of Association:

The petitioner, a firm of chartered accountants, argued that computer printing is a well-developed technology and should be accepted similarly to offset printing, which was recognized by the Department of Company Affairs in Circular No. 3/81 dated December 15, 1981. The petitioner submitted the memorandum and articles of association of six companies, all printed by a reputed firm using computer technology. However, the Registrar of Companies rejected these documents, stating they did not comply with section 15 of the Companies Act, which mandates that the memorandum and articles of association must be printed. The Registrar argued that computer printing is akin to typing, susceptible to erasing, defacing, and tampering, and thus not recognized as "printing" under the Act.

2. Interpretation of the Term "Printed":

The court examined the definition of "print" and "printing" from various dictionaries and legal texts, including Webster's Dictionary, Bouvier's Law Dictionary, and Encyclopaedia Britannica. The definitions highlighted that "printing" involves the process of multiplying copies by impressing letters or characters onto a surface. The court noted that printing is a technique for applying a quantity of coloring agent onto a specified surface to form text or illustrations. The court emphasized that the term "printing" should not be confined to traditional methods but should be interpreted in light of technological advancements.

3. Applicability of Technological Advancements in Printing:

The court acknowledged the significant technological advancements in printing, including computer printing, and emphasized that the law should not remain static but be dynamic. The court rejected the Registrar's argument that computer printing might fade over time, stating that this was a mere guess unsupported by technical data. The court also dismissed the concern that accepting computer printing would open the floodgates for recognizing typewritten or cyclostyled materials, noting the clear distinction between these methods and computer printing.

The court concluded that computer printing fulfills the requirements of printing as defined by the various sources consulted. The court held that obstacles should not be placed in the path of scientific progress and that the benefits of computer printing should not be ignored. The court quoted Viscount Simon, emphasizing that clinging to the literal interpretation of the law misses the truth and substance of the matter.

Conclusion:

The court allowed the writ petition, directing the Registrar to accept the computer-printed memorandum and articles of association. The court held that the Registrar's refusal to recognize computer printing as "printing" under section 15 of the Companies Act was not justified. The court emphasized the importance of adapting legal interpretations to accommodate technological advancements, ensuring that the law remains dynamic and relevant.

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