2016 (12) TMI 1096 - Tri - Companies Law

Qualification for seeking inspection - Inspection of Member Register from the date of incorporation of the Company till date and last Annual Returns - Held that - Looking at the submissions it is an admitted position that this petitioner is not a shareholder in any of the Companies nor did he claim any commercial interest in any of these Companies, therefore, this petitioner, as rightly stated by the Respondent counsel, is not entitled to file these Petitions claiming for the section 163 permits any other person to seek inspection and supply of copies. Because the word any other person, if read along with the preceding words Member and debentures, that the word any other person has to be taken into count as person having commercial interest in the Company by applying the doctrine of ejesdem generis. Since these companies are private limited companies, the parties can only get limited information, however these petitions being decided on the ground that he is not qualified u/s. 163 to seek inspection and copies thereof, the effect of section 610(B) of the Act 1956 has not been dealt with.Accordingly, these Petitions are hereby dismissed making it clear that this petitioner is not qualified to file these petitions under section 163 of the Companies Act 1956.

Summary

Issues:
Petitioner seeking inspection of Member Register and Annual Returns, Respondents denying access based on petitioner's lack of membership or commercial interest, Interpretation of Section 163 of the Companies Act 1956, Applicability of doctrine of ejusdem generis, Comparison with Section 610(B) of the Act 1956, Respondents alleging petitioner's habitual filing of frivolous petitions.

Analysis:
The Petitioner filed Company Petitions seeking inspection of Member Register and Annual Returns from different Companies. Despite the Petitioner's absence, the Tribunal decided the cases based on pleadings and submissions. The Petitioner claimed sending emails for inspection and copies, alleging the Companies failed to provide the requested documents, citing concerns of insider trading and irregularities in maintaining the Member Register. The Petitioner sought reliefs and exemplary costs from the Respondent Companies.

The Respondents contended that the Petitioner lacked membership or commercial interest in the Companies, thus not entitled to inspection or copies as per Section 163 of the Companies Act 1956. They argued that the phrase "any other person" in Section 163(2)(b) should be interpreted in conjunction with members and debenture holders, limiting inspection entitlement to those with commercial interest. The Respondents also invoked Section 610(B) of the Act 1956, stating that public access to company documents negates the need for the Petitioner's requests.

The Respondents highlighted the Petitioner's history of filing numerous petitions across India, alleging misuse of Section 163 and Section 219 of the Companies Act 1956. They urged the Tribunal to dismiss the petitions and impose costs on the Petitioner to deter frivolous filings. The Tribunal acknowledged the Petitioner's lack of membership or commercial interest in the Companies, concluding that he was not qualified to file the petitions under Section 163. The dismissal of the petitions did not address the impact of Section 610(B) of the Act 1956, given the private limited nature of the Companies.

In summary, the Tribunal dismissed the petitions, emphasizing the Petitioner's ineligibility under Section 163 of the Companies Act 1956 due to the absence of membership or commercial interest. The judgment did not delve into the implications of Section 610(B) of the Act 1956, as the focus remained on the Petitioner's disqualification. The Respondents' arguments regarding the Petitioner's repetitive and frivolous petition filings underscored the Tribunal's decision to dismiss the petitions without costs, aiming to deter further unfounded claims.