1978 (10) TMI 111 - HC - Companies Law

Issues Involved:
1. Applicability of Section 26 of the Monopolies and Restrictive Trade Practices Act, 1969.
2. Interpretation of "inter-connected undertakings" under Section 2(g) of the Act.
3. Control and exercise of voting power by holding companies.

Detailed Analysis:

1. Applicability of Section 26 of the Monopolies and Restrictive Trade Practices Act, 1969:
The petitioner, Security Printers of India Private Ltd., challenged an order requiring it to register under Section 26 of the Act. The order was based on the assertion that the petitioner was an inter-connected undertaking with M.B. India Ltd., whose assets exceeded 20 crores, thus making the petitioner liable for registration under the Act. The court examined whether the petitioner fell under the purview of Section 26, which mandates registration for undertakings with assets exceeding 20 crores, either individually or together with inter-connected undertakings.

2. Interpretation of "inter-connected undertakings" under Section 2(g) of the Act:
The court analyzed whether the petitioner and M.B. India Ltd. were "inter-connected undertakings" as defined under Section 2(g) of the Act. The relevant clause states: "Inter-connected undertakings means two or more undertakings which are inter-connected with each other in any of the following manner... (iii) if they are under the same management." Explanation 1 to Section 2(g)(iii)(c) further elucidates that two undertakings are under the same management if not less than one-third of the total voting power with respect to any matter relating to each of the two bodies corporate is exercised or controlled by the same body corporate independently or together with its subsidiaries.

3. Control and exercise of voting power by holding companies:
The court scrutinized the control exercised by M.B.O. Ltd., the holding company, over the petitioner and M.B. India Ltd. It was argued that M.B.O. Ltd., along with its subsidiary W.W.S. Ltd., controlled more than one-third of the voting power of the petitioner and independently controlled more than one-third of the voting power of M.B. India Ltd. However, the court highlighted that the exercise or control of voting power must be with respect to any matter relating to each of the two bodies corporate. The petitioner asserted that it had no common business transactions or dealings with M.B. India Ltd., and this was not disputed by the respondents.

The court emphasized that for the conditions of Explanation 1 to Section 2(g)(iii)(c) to apply, the same body corporate must exercise or control not less than one-third of the total voting power with respect to any matter relating to each of the two bodies corporate. The court found that M.B.O. Ltd. did not independently exercise or control any part of the voting power of the petitioner and that there was no common matter relating to both the petitioner and M.B. India Ltd.

Conclusion:
The court concluded that the petitioner and M.B. India Ltd. were not inter-connected undertakings within the meaning of the Act. Consequently, since the total value of the petitioner's assets was much less than 20 crores, it was not obliged to register under Section 26 of the Act. The impugned order was deemed manifestly illegal and erroneous and was thus quashed. The respondents were directed not to require the petitioner to register under Section 26 or take any penal action against it for not registering. The petition was allowed without any order as to costs.

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