Genuine causes for delay, as recognized by higher courts and provisions under the Companies Act, can lead to reduction of costs imposed under Section 87.

JUDGMENT

Prathiba M. Singh, J. (Oral)--This hearing has been done through hybrid mode.

2. The present petition challenges two impugned orders dated 31st January, 2023 passed by the ROC by which costs to the tune of Rs.2,00,000/- have been imposed on the Petitioner while allowing Petitioner's application filed under Section 77(1) read with Section 87 of the Companies Act, 2013. The costs constitute Rs.1,00,000/- qua each charge for delay of 505 days in filing the particulars of the charge.

3. The submission of Mr. Sikri, ld. Sr. counsel for the Petitioner is that the Petitioner-Company had obtained two loans from the ICICI Bank. Charges in respect of the same were created and filed with the ROC. The Petitioner had repaid both the loans on 10th June, 2021 and obtained no dues certificate. However, unfortunately, on 1st February, 2022, the founder/director Shri Lokesh D. Multani, who had contracted Covid-19, passed away. His son Mr. Puneet Multani thereafter took over charge of the company and started managing day to day affairs. The CHG-4 form was to be filed within a period of 30 days from the date of payment i.e., by 10th July, 2021. However, due to the death of the Founder-Director, there was a delay and the same could only be filed on 28th November, 2022. In view of this delay, costs have been imposed by the ROC by way of the impugned orders.

4. Ld. Sr. counsel submits that the matter needs to be empathetically viewed inasmuch as it is due to the death of the Founder-Director that the delay occurred and there was no deliberate intention to delay. Moreover, even the loans have been paid in full and it was only the filing of the Form which was inadvertently delayed.

5. Reliance is placed upon the order of the Supreme Court dated 10th January, 2022 passed in Suo Moto Writ Petition (C) No.3/2020 titled In Re: Cognizance For Extension of Limitation and the order of the High Court of the Madhya Pradesh in Writ Petition No. 2962/2018 titled M/s Shalini Plastic Pvt. Ltd. v. Union of India where under similar circumstances, costs were reduced.

6. Mr. Dhanda, ld. Counsel appearing for the Respondent-ROC submits that on both the charges, the delay is admitted and hence the cost is valid.

7. Heard. Under Sections 82 of the Act read with Rule 8(1) of the Companies (Registration of Charges) Rules 2014, there exists an obligation on the Company to record satisfaction of charge within a period of 30 days from the date of such payment. The relevant provisions read:

"82. Company to report satisfaction of charge.-(1) A company shall give intimation to the Registrar in the prescribed form, of the payment or satisfaction in full of any charge registered under this Chapter within a period of thirty days from the date of such payment or satisfaction.

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Rule 8(1)-For the purposes of sub-Section 1 of 82, a company shall within thirty days from the date of the payment of satisfaction in full of any charge registered under Chapter VI, give intimation of the same to the Registrar in e-Form CHG-4 along with the fee."

8. As per Section 87 of the Act, the Central Government has the power to extend the time for filing of memorandum of satisfaction. The said provision reads as under:

87. Rectification by Central Government in Register of charges The Central Government on being satisfied that-

(a) the omission to give intimation to the Registrar of the payment or satisfaction of a charge, within the time required under this chapter; or

(b) the omission or misstatement of any particulars, in any filing previously made to the Registrar with respect to any charge or modification thereof or with respect to any memorandum of satisfaction or other entry made in pursuance of section 82 or section 83,

was accidental or due to inadvertence or some other sufficient cause or it is not of a nature to prejudice the position of creditors or shareholders of the company, it may, on the application of the company or any person interested and on such terms and condit