NAZIR AHMAD SHAHEEN, REGISTRAR OF COMPANIES.---This order shall dispose of appeal filed before me under section 477 of the Companies Ordinance, 1984' (the "Ordinance") by Mr. Tamim Tufail Aulia (the "appellant") against the order dated 9-10-2006 in the matter of Messrs Ali Tamim Agro Developments (Private) Limited (the "Company") passed by the Joint Registrar of Companies, Company Registration Office, Lahore.
2. Brief facts leading to the appeal are that the Company arid its management failed to file Form-A and Form-29 for the years 1988 to 2006 within the statutory period as provided under sections 156 and 205 of the Ordinance, for which a penalty of Rs.12,000 was imposed on the Company. Sections 156 and 205 of the Ordinance provides as follows:-- "156. Annual list of members, etc.--(1) Every company having a capital shall, once in each year, prepare and file with the registrar a return containing the particulars specified in Form A of the Third Schedule as on the date of the annual general meeting or, where no such meeting is held or if held is not concluded, on the last day of the calendar year."
"205. Register of Directors, Officers, etc.--(1) Every company shall keep at its registered office a register of its Directors and officers, including the chief executive, managing agent, secretary, chief accountant, auditors and legal adviser, containing with respect to each of them such particulars as may be prescribed."
3. In the appeal, it has been informed that the appellant's father was a Director in the Company and passed away on 3-9-2006. It has also been informed that the Company had obtained a loan from the Allied Bank of Pakistan (the "Bank") and due to non-payment of instalments, the Bank got a decree against the Company from the Banking Court which is under execution. The appellant further informed that after the death of his father, the respondents Nos.2 to 4 tried to take over the properties of the Company through deceitful means for which the matter is challenged in civil Court for its adjudication. The appellant has prayed that the impugned order dated 9-10-2006 may be set aside.
4. Although the appellant has no locus standi to challenge the order of Joint Registrar dated 9-10- 2006 as no order has been passed against him nor his name is appearing in list of members of the Company, however, in order to meet the ends of justice, the matter was fixed for hearing on 2-5- 2007 at Lahore when the appellant along with his counsel appeared before me and argued the case. However, he submitted the same arguments as already submitted through the instant appeal.
5. I have perused the contents of appeal and have also heard the arguments of the appellant.
Necessary comments from the Registrar concerned have also been received. The Registrar concerned confirmed that Forms-A and Forms-29 for the years 1988 to 2006 of the Company have not yet been accepted/recorded as the matter of ownership of the company's shares/assets is sub judice before the Court of law and the impugned order was passed only for late filing of the said documents.
6. The Company is legal with and must act through human agency. In accordance with sections 156 and 205 of the Ordinance, the Company and its Directors were required to file the statutory returns within the prescribed time, however, the same were filed with a considerable time. Moreover, the dispute of ownership does not preclude its management from filing of mandatory statutory returns. As the statutory returns (Form-"A" and Form-29) have not been accepted/ recorded by the registrar concerned and the penalty has only been imposed on the company for late filing of returns, no ownership of the company's assets etc. Can be claimed on the basis of deposit of penalty by its Directors etc. The impugned order is therefore, disposed of in the above terms accordingly.