1948 (2) TMI 9 - HC - Companies Law

Issues Involved:
1. Jurisdiction of the Court to entertain the application.
2. Applicant's entitlement to certified true copies of documents.
3. Applicant's right to inspection of documents.
4. The status of the applicant as a member of the company.
5. Discretion of the Court in granting relief.

Issue-Wise Detailed Analysis:

1. Jurisdiction of the Court to entertain the application:
The primary issue raised was whether the High Court had jurisdiction to entertain the application. The applicant sought certified true copies and inspection of various documents from the company. The company, represented by Mr. M.N. Banerjee, contended that only the Court authorized to impose penalties under the Indian Companies Act could enforce compliance with the Act's requirements. This contention was based on an interpretation of several sections of the Act, including sections 31, 31A, 32, 36, 76, 82, 83, 87, 91A, 91C, 117, 123, 124, 125, 131A, 134, 135, and 137. However, the Court held that the true principle of statutory interpretation is to give words their ordinary natural meaning unless the statute provides a special meaning. The Court concluded that the words "the Court" in the relevant sections refer to the High Court having jurisdiction where the registered office of the company is situated, thus affirming its jurisdiction to entertain the application.

2. Applicant's entitlement to certified true copies of documents:
The applicant initially sought certified true copies of various documents, including balance sheets, profit and loss accounts, and directors' reports. However, the Court noted that there is no provision in the Indian Companies Act entitling any person to certified true copies. The applicant's counsel conceded this point and agreed to accept ordinary copies instead. The Court, therefore, did not grant the request for certified true copies but considered the request for ordinary copies.

3. Applicant's right to inspection of documents:
The applicant sought inspection of several documents under clauses (c), (d), (e), and (g) of the summons. The Court examined the relevant sections of the Indian Companies Act to determine the applicant's rights as an outsider (non-member). It was found that:
- Under Section 87(3) and (5), the applicant could inspect documents mentioned in sub-clause (c) but was not entitled to copies.
- Under Section 124, the applicant could inspect the register of mortgages (sub-clause (d)) but was not entitled to copies.
- Under Section 36, the applicant could inspect and obtain copies of the register of members (sub-clause (e)).
- Under Section 32, the applicant could inspect and obtain copies of the annual list and summary (sub-clause (g)).

The Court granted the applicant inspection of the documents referred to in sub-clauses (c), (d), (e), and (g) and ordered the company to provide copies of the documents in sub-clauses (e) and (g) upon payment of the requisite fees.

4. The status of the applicant as a member of the company:
The company contended that the applicant was no longer a member because his shares had been forfeited and re-allotted due to an alleged lien. The applicant disputed this, arguing that the forfeiture was ultra vires, illegal, and void. The Court noted that the issue of the applicant's membership status was already pending in a separate suit filed by the applicant against the company. Given the complexity of the factual and legal issues involved, the Court declined to express any opinion on the applicant's membership status in this summary application. Consequently, the Court did not grant any relief concerning documents that were available only to members.

5. Discretion of the Court in granting relief:
The company argued that the Court had discretion to deny the applicant's request for copies and inspection, especially since the applicant was familiar with the records from his time as a director. The Court, however, held that the relevant sections of the Act confer an absolute and unqualified right to inspection and copies for certain documents, and the enabling word "may" should be read as a compulsory directive. The Court also stated that the applicant's motive for seeking the documents was irrelevant if he had a legal right to them. The Court granted the applicant inspection and copies of the documents he was entitled to under the Act and awarded him costs of the application as of a motion.

Conclusion:
The High Court of Calcutta held that it had jurisdiction to entertain the application, granted the applicant inspection and copies of certain documents as an outsider, and awarded costs to the applicant. The Court declined to rule on the applicant's membership status, deferring that issue to the pending suit.

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