' This is an application under section 131 of the Companies Ordinance, 1984 seeking extension in time for registration of a Trust Deed executed on 13-6-1989 by Pakistan Milk Food Manufacturers Ltd. (hereinafter referred to as a 'Company') in favour of Banker's Equity Ltd. The Trust Deed was registered by the Sub-Registrar, Jhang on the day it was executed. The petitioner-company filed on 22-6-1989 the Trust Deed with the Registrar Companies, Lahore for registration. On examination by the Registrar, some deficiencies were noticed. He, therefore, returned the document to the petitioner for removal of the defects vide letter dated 3-7-1989. After removing the defects pointed out by the Registrar, the document was re-submitted on 12-7-1989 by the Company. The document was returned to the petitioner with the objection that the same having been filed after 21 days from the date of its creation could not be registered without the leave of the Court. Hence this petition.
2. Learned counsel for petitioner contended that the petitioner did not deliberately delay the registration of the document. The defects in the document were conveyed to the petitioner on 11-7- 1989, where after the same were promptly removed and the document was re-submitted for registration.
3. The Joint Registrar Companies, on the contrary, argued that the petitioner was required to file the document, complete in all respects as envisaged under rule 13 of the Companies (General Provisions & Forms) Rules, 1985. The document being incomplete could not be registered. After the removal of defects, it was filed beyond a period of 21 days from the date of its creation, therefore, could only be registered with leave of the Court as provided under section 131 of the Companies Ordinance, 1984.
4. I have considered the contentions raised by learned counsel for the parties and have gone through the documents on the file. The provisions of Ss.121 and 131 of the Companies Ordinance, 1984; relevant to the extent are reproduced hereunder:-- "121. Certain mortgages and charges to be void if not registered.--(1) Every mortgage, charge or other interest created after the commencement of this Ordinance by a company and being either- -
(a) a mortgage or charge for the purpose of securing any issue of debentures; or
(b) a mortgage or charge on uncalled share capital of the company; or
(c) a mortgage or charge on any immovable property wherever situate, or any interest thereon; or
(d) a mortgage or Charge on any book debts of the company; or
(e) a mortgage or charge, not being a pledge, on any movable property of the company, or
(f) a floating charge on the undertaking or property of the company, including stock-in-trade; or
(g) a mortgage or charge on a ship or any share in a ship; or
(h) a mortgage or charge on goodwill, on a patent or licence under a patent, on a trade mark, or on a copyright or a licence under a copy right, or
(i) a mortgage or charge or other interest based on agreement for the issue of participation term certificates; or
(j) a mortgage or charge or other interest based on a musharika agreement; or
(k) a mortgage or charge or other interest based on a hire-purchase or leasing agreement for acquisition of fixed assets; ' shall, so far as any security on the company's property or undertaking is thereby conferred, be void against the liquidator and any creditor of the company, unless the prescribed particulars of the mortgage or charge, together with a copy of the instrument, if any, verified in the prescribed manner, by which the mortgage or charge is created or evidenced are filed with the Registrar for registration in the manner required by this Ordinance within twenty-one days after the date of its creation, but without prejudice to any contract or obligation for repayment of the money thereby secured, and when a mortgage or charge becomes void under this section the money secured thereby shall immediately become payable: ' Provided that--
(i) x xxxxxxxxxxxxxxxxxxxxxxxxxx
(ii) xxxxxxxxxxxxxxxxxxxxxxxxxxxx
(iii) xxxxxxxxxxxxxxxxxxxxxxxxxxxx (iv)xxxxxxxxxxxxxxxxxxxxxxxxxxxx
(2) xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxx"
' Similarly section 131 of the Companies Ordinance, 1984 provides: "Rectification of Register of Mortgages.--(1) The Court, on being satisfied that the omission to register a mortgage or charge within the time required by section 121, or that the omission or misstatement of any particular with respect to any such mortgage or charge, or the omission to give intimation to the Registrar of the payment or satisfaction of a debt for which a charge or mortgage was created, was accidental or due to inadvertence or to some other sufficient cause, or is not of a nature to prejudice the position of the creditors or shareholders of the company, or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any person interested and, on such terms and conditions as seem to the Court just and expedient, order that the time for registration be extended, or, as the case may be, that the omission or misstatement be rectified, and may make such order as to the costs of the application as it thinks fit.
(2) x xxxxx xxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxx x x
(3) x x xxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxx."
Section 121 contemplates that the mortgages and charges, created by the Company, if not registered with the Registrar Comanies within 21 days from the date of their creation, the same be void against the Liquidator and creditors of the Company. The companies are under legal obligation to provide complete particulars of the mortgage or charge along with copy of the instrument, verified in the prescribed manner within 21 days of the creation of the mortgage.
Similarly the Registrar is supposed to examine the documents promptly and return them if defective or incomplete, immediately so that the companies have reasonable time at their disposal to resubmit the same after removing the defects, if any. In case the companies file defective document or fail to give particulars of the mortgage or charge or do not provide copy of the instrument as prescribed under the relevant rules, it cannot be contended on their behalf, that delay occurred in returning the document be excluded from the period provided under the law. The Registrar, of his own accord cannot extend the period of 21 days. The requirement of the registration of mortgage or charge within 21 days from the date of its creation is absolute. If omission is made for any reason, the charge can only be registered by leave of the Court.
' In the instant case, the delay of about a week occurred in registration of the document. In my estimation, the omission to seek registration of the charge, within the prescribed time is not of the nature to prejudice the position of creditors or shareholders of the Company. The document was re-submitted on 12-7-1989 for registration viz. The following day it was received after removing the defects. It, therefore, appears just and expedient to extend requisite time and I allow its registration subject to payment of Rs,500 as costs.
5. .
6. This petition is disposed of in terms indicated above.