Duty to Draw Up Orders Clarified: Registrar's Role Under Companies Act

The judgment determined that the duty to draw up orders under the Companies Act lies with the Registrar on the original side of the Bombay High Court. It clarified that the time taken in drawing up the order should be excluded from the filing deadline. Rule 37 of the Companies (Court) Rules, 1959, imposes a mandatory duty on the Registrar to draw up all orders under the Act, relieving the litigant or their lawyer from such obligations. The Registrar was directed to accept the order and copies of the memorandum for filing, with no costs awarded to either party, ensuring uniform application of these rules across all Indian courts.

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Issues:
Determining duty to draw up orders under the Companies Act on the original side of the Bombay High Court, Condonation of delay in filing certified copy of an order under the Companies Act.

Analysis:
The judgment addresses the issue of whether the duty to draw up orders under the Companies Act lies with the party or the Registrar on the original side of the Bombay High Court. The applicant sought condonation of delay in filing a certified copy of an order confirming a resolution for alteration of the memorandum of association of the company. The Registrar objected to the filing, claiming it was beyond the time prescribed by the Companies Act. The applicant argued that the time taken in drawing up the order should be excluded from the filing deadline as per section 640A of the Companies Act.

The judgment delves into the relevant sections of the Companies Act, specifically sections 17, 18, and 19, which outline the requirements for filing orders with the Registrar. Section 18(1) mandates filing within three months, with provision for extension by the court. Section 19(2) states that failure to file within the specified time renders the alteration void, with a proviso for revision on sufficient cause shown. Section 640A provides for the exclusion of time taken in drawing up orders when computing filing deadlines.

The judgment also considers the rules framed by the Supreme Court under the Companies Act, particularly Rule 37 of the Companies (Court) Rules, 1959, which obligates the Registrar to draw up all orders under the Act. The applicant argued that the Registrar had fulfilled this duty, and thus, the time taken for drawing up the order should be excluded from the filing deadline.

Additionally, the judgment references two relevant cases: one from the Madras High Court and another from the Supreme Court. The Madras High Court case supported the exclusion of time taken for drawing up orders when computing filing deadlines. The Supreme Court case emphasized that drawing up orders is primarily the function of the court and its office, not the litigant or their lawyer.

Ultimately, the judgment concludes that Rule 37 of the Companies (Court) Rules, 1959, imposes a mandatory duty on the Registrar to draw up all orders under the Companies Act. It clarifies that there is no obligation on the litigant or their lawyer to draw up orders or remind the court about such obligations. Therefore, the Registrar was directed to accept the order and copies of the memorandum for filing, with no costs awarded to either party. The decision establishes a uniform application of these rules across all courts in India, including those with a dual system like the Bombay High Court on its original side.

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