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2013 (11) TMI 1227 - HC - Companies LawViolation of provisions of section 163 of Companies Act, 1956 - Refusal to grant inspection of the Register of members and annual returns - Held that - Petitioner withdrew the application before the CLB as the importance of the documents and the information did not survive now and that even if the matter were to be decided, the information he had earlier sought had lost all meaning. His application, therefore, stated that he was not pressing the same - The petitioner had sought inspection of the documents before the CLB. The parties had argued the entire matter before the CLB. The CLB reserved its orders. The petitioner has furnished no details on affidavit as to why he chose to abandon that application. He tendered in this Court a copy of the application in this regard before the CLB. The same, however, does not contain any particulars as to why the documents were of no importance any longer. Had the CLB decided the matter one way or the other, it may have had a bearing on the result of this Writ Petition. As a result of the petitioner having abandoned the proceedings before the CLB, he now wishes to and indeed would have to re-argue even the question as to whether he was entitled to inspection under section 163 - This is an attempt at forum shopping - Decided against petitioner.
Issues:
1. Petition seeking a writ of mandamus to direct Registrar of Companies to file a prosecution for alleged violation of Companies Act. 2. Entitlement to inspection of documents under section 163 of Companies Act. 3. Application filed before Company Law Board (CLB) for violation of section 163. 4. Withdrawal of application before CLB and subsequent filing of a writ petition. Analysis: 1. The petitioner sought a writ of mandamus to compel the Registrar of Companies to initiate prosecution against a company for allegedly breaching section 163 of the Companies Act, 1956. The petitioner, not a shareholder or creditor of the company, claimed entitlement to inspect documents under section 163, including the Register of members. Respondent's counsel contended the petitioner had no right to such inspection due to lack of association with the company and alleged the petition was filed with malicious intent. The court refrained from delving into the legal aspects or the petitioner's motives, opting to address the matter on different grounds. 2. A dispute arose when the petitioner demanded inspection of the Register of members and annual returns of the company under section 163. The company initially granted partial inspection but refused to provide the complete Register of members from inception, leading to a complaint to the Registrar of Companies seeking prosecution. Subsequently, the petitioner approached the CLB, seeking an order to compel the company to furnish the required documents. However, the petitioner later withdrew the application before the CLB, citing the loss of relevance of the information sought, prompting the High Court to question the petitioner's motives and the possibility of forum shopping. 3. The CLB, after the petitioner withdrew the application, disposed of the matter as withdrawn without any costs. The High Court, upon review, declined to entertain the writ petition, noting the petitioner's abandonment of proceedings before the CLB and lack of explanation for the withdrawal. The court expressed skepticism regarding the petitioner's intentions and the potential need for re-argument on the entitlement to inspection under section 163, hinting at forum shopping. Consequently, the court refused to entertain the petition, leaving the option open for the Registrar of Companies to take action under relevant provisions of the Companies Act. 4. Ultimately, the High Court disposed of the writ petition without costs, emphasizing its decision not to entertain the petition due to the petitioner's actions before the CLB and the perceived attempt at forum shopping. The court clarified that its order did not prevent the Registrar of Companies from pursuing action under appropriate sections of the Companies Act if deemed necessary.
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