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Civil Original No. 30 of 1982, decided on 3rd November, 1982.
‑‑‑ S. 281‑Application for condonation of delay in submission of documents and Returns‑Such application filed on behalf of Company by its director‑Held, competent.
Messrs Crescent Bolts & Nuts Manufacturing Ca. Ltd. and 6 others v Registrar, Joint Stock Companies P L D 1969 Kar. 32 and The State through the District Judge, Karachi v. National Fire Insurance Co. and others P L D 1958 Kar. 418 ref.
‑‑ S. 281 (3) ‑ Documents and Returns ‑ Reasons for non‑filing requisite documents‑Ignorance of provisions of law by Secretary of Company‑Held, no excuse in legal proceedings‑None of other officers of company caring about their responsibility‑Default, held. clear‑No dishonesty for non‑compliance, however, attributed to persons concerned‑‑.Default in circumstance of case excused on condition that company pays a sum of Rs. 1,000 for each year of default.
Najeeb Ahmad Chaudhary for Petitioner.
Abdur Rehman Qureshi for Respondent.
Date of hearing : 3rd November, 1982.
Union Insurance Company of Pakistan Ltd. had its office at Dacca in the earstwhile East Pakistan. After the surrender, the company ceased to operate. By notification dated 6‑4‑1972 of the Controller of Capital Issues, the Company's office was shifted to Alfalah Building, The Mull, Lahore. The company has not filed returns in Forms VI to XII, E and Balance Sheets etc. from the years 1972 to 1980.
2. The company has filed an application under section 281 of the Companies Act, 1913 read with sections 32, 72, 76, 87 and 134 thereof for condonation of delay in submitting the documents and returns. It has been filed through the Director of the company.
3. Learned counsel for the petitioner has submitted that the default has come about because after the surrender, the new Secretary did not know and was ignorant of the requirement of filing the aforesaid do2uments and returns and that the default was bona fide.
4. The Assistant Registrar has stated that the company is a listed company and should have had a legal adviser. The officers of the company themselves should have also been aware of the requirement of law under which they had got their concern incorporated. W has further stated that an application under section 281 of the Companies Act, cannot be filed by a company. It is only the persons mentioned in subsection (3) thereof who are entitled to file an application.
5. In reply, the learned counsel for the petitioner submitted that the company acts through its officers and, therefore, the Director of the company who had signed the application was competent to file the said application.
6. Although it was held is Messrs Crescent Bolts & Nuts Manufacturing Co. Ltd. and 6 others v. Registrar, Joint Stock Companies (P L D 1969 Kar. 32), that "relief can be granted to the persons named in subsection (3) of section 281 of the Act, and there is no mention in the provision of a company itself, yet, in a D. B, judgment reported as The State (through the District Judge, Karachi v. National Fire Insurance Co. and others (P L D 1958 Kar. 418), it was laid down that "section 281 applies in terms only to officers of the company and not to the company itself, but we think that if the agent of the company is held to have acted honestly and reasonably, then the company which only acts through its age.‑its must also be deemed to have acted similarly and that would be a sufficient reason to allow the withdrawal of the prosecution under section 494, Cr. P: C." From this it would follow that since a company acts through its agent, therefore, when an application is filed on behalf of A the company by its Director that will be competent. Therefore, the conten tion of the Assistant Registrar that the application is not competent is without force.
7. The reason advanced for non‑compliance with the statutory provision and non‑filing of the requisite documents is that the Secretary was ignorant of the provisions of law which required submission of those returns and documents. Well, it is axiomatic that ignorance of law is no excuse in legal proceedings, though it may be a bliss in other circumstances. Besides the Secretary, other officers of the company should also have had an idea all through the years that they were required to tile returns and documents' with the requisite authorities. None of them it seems cared a bit about their responsibility. The default is clear. Since no dishonesty for non‑compliance is attributed to the persons concerned and in view of the loss of the territory over which the company operated, the default is excused on the condition that the company pays a sum of Rs. 1,000 for each year of default. The petition is thus disposed of.
S.Q. Order accordingly.
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