In the Matter of B.A.T Northern Rhodesia Ltd ((1963 - 1964) Z and NRLR 88) [1964] ZMHCNR 7 (25 May 1964)

IN THE MATTER OF B. A. T. NORTHERN RHODESIA LTD (1963 - 1964) Z and NRLR 88 1963 - 1964 Z and NRLR p88 [Before the Honourable the Chief Jus�ce, SIR DIARMAID CONROY on the 25th May, 1964.] Flynote Registra�on of return of allotments - Applica�on for extension of �me for registra�on - sec�on 73 of the Companies Ordinance, Cap. 216. Headnote The discre�onary power of the Court under sec�on 73 of the Companies Ordinance (Cap. 216) to allow an extension of �me for company to file a return of allotments of its shares is not a rubber stamp to condone a company's failure to carry out statutory du�es; the Court will carefully scru�nise any applica�on for an extension of �me. Applica�on for extension of �me granted. J A Hadden for the Applicant: Judgment Conroy CJ: This is a mo�on under sec�on 73 of the Companies Ordinance for extension of �me within which to register a return of allotments. The allotment was made on the 30th September, 1963. Sec�on 73 requires that par�culars of such allotment should be filed with the registrar within one calendar month a�er the allotment. In the instant case, the excuse for the failure to file within the statutory period is given in the affidavit of Mr. Shand as " extreme pressure of work ". Subsec�on (3) of the sec�on provides that - "If default is made in complying with the requirements of this sec�on, every director, manager, secretary or other officer of the company, who is knowingly a party to the default, shall be liable to a fine not exceeding fi�y pounds for every day during which the default con�nues." The default in this case has con�nued from last October. The subsec�on then goes on that, in case of default in filing as required, applica�on may be made to the court for relief and the court, if sa�sfied that the omission to file the document was accidental or due to inadvertence or that it is just and equitable to grant relief, may make an order extending the �me for the filing of the document for such period as the court may think proper. It is my experience that this kind of applica�on is constantly made to the court and has now become a mere rubber stamp for failure by a company to comply with the terms of the law. This is a large company, they are well able to employ competent staff to deal with their affairs; it is not a small and struggling company beginning its commercial life; the shares involved have a nominal value of £349,900, and I find some difficulty in seeing that the extreme pressure of work on one man can be said, as implied in the applicant's affidavit, to be " inadvertence ". The answer is that they should employ more staff. 1963 - 1964 Z and NRLR p89 CONROY CJ I have decided, somewhat reluctantly, that I shall extend the �me in this case, but I take this opportunity to make this last warning to companies that they must comply with the law. In future cases the court will not regard itself as a rubber stamp to grant permission to every company which has failed to carry out its statutory du�es. There are many advantages given to a company by the companies legisla�on and there are corresponding responsibili�es. If companies take advantage of the advantages then they must bear the burden of the responsibili�es. In future cases the court will not be as lenient as it has been in the past. I shall grant the order as prayed.