1936 (3) TMI 8 - HC - Companies Law

Summary

Issues Involved:
1. Jurisdiction of the Company Judge to enforce compliance with the Companies Act.
2. Right of a shareholder to obtain a copy of the register of members.
3. Adequacy of the remedies available for non-compliance with the statutory obligations under the Companies Act.
4. Authority of the Court to issue mandatory injunctions in summary proceedings under the Companies Act.

Issue-wise Detailed Analysis:

1. Jurisdiction of the Company Judge to enforce compliance with the Companies Act:
The primary issue was whether a company judge has the jurisdiction to enforce compliance with the provisions of the Companies Act, even when such power is not explicitly conferred by the Act. The judgment concluded that courts specified in Section 3 of the Act inherently possess the jurisdiction to compel adherence to the mandatory provisions of the Act. It was emphasized that it is a fundamental principle of legal administration that where the law requires something to be done, there must be a court with the authority to enforce it.

2. Right of a shareholder to obtain a copy of the register of members:
The case involved a shareholder, Mr. Menzies, who requested a copy of the register of members from the British India Corporation Ltd. under Section 36 of the Companies Act. Despite his compliance with the fee requirement, the corporation failed to provide the copy within a reasonable time. The court affirmed that Mr. Menzies had a statutory right to obtain the copy, and the corporation's refusal was a violation of this right. The court criticized the corporation's excuses and delaying tactics as scandalous and dishonest.

3. Adequacy of the remedies available for non-compliance with the statutory obligations under the Companies Act:
The judgment addressed whether the penalties provided under Section 36(3) of the Act were the only remedies available for non-compliance. The court rejected the argument that the imposition of fines was the sole remedy, asserting that courts have the inherent jurisdiction to enforce statutory obligations and provide redress to aggrieved individuals. The court highlighted that the legislative intent could not have been to leave shareholders without a remedy for enforcing their rights.

4. Authority of the Court to issue mandatory injunctions in summary proceedings under the Companies Act:
The judgment also dealt with whether the District Judge had the authority to issue a mandatory injunction directing the corporation to supply the copy of the register in a summary proceeding. The court held that while mandatory injunctions are typically granted in regular suits, the District Judge, having jurisdiction under the Companies Act, was competent to issue such an injunction to enforce compliance with the Act. The court referenced English case law to support the view that mandatory injunctions are an appropriate remedy for enforcing statutory rights under the Companies Act.

Conclusion:
The court affirmed the inherent jurisdiction of courts under the Companies Act to enforce compliance with its provisions, including the power to issue mandatory injunctions in summary proceedings. The judgment underscored the principle that where there is a right, there must be a remedy, and the courts have the authority to ensure that statutory rights are upheld. The application for revision was dismissed with costs, and the stay order was discharged.