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TMI Blog1947 (3) TMI 23X X X X Extracts X X X X X X X X Extracts X X X X ..... ccountant, to attend at the registered office of the first defendant company and take inspection of the books of account and other documents of the company. The plaintiff by his letter dated 16th December, 1945, informed the company that he had given such a power to Mr. Kaushik and sent a copy thereof to the company with a request that the said Mr. Kaushik should be allowed to take inspection. Mr. Kaushik attended at the office of the company on 27th December, 1945, and applied for inspection; but defendant No. 2 declined to give inspection stating that the plaintiff could take inspection only personally. The company by their attorney's letter dated 2nd January, 1946, addressed to Mr. Kaushik informed him that he was not entitled to take in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs during the business hours." It is dear then, fore that every director has a right to inspect the books. The only question that I have been called upon to determine is whether this right must be exercised by a director personally or whether he can appoint an agent to take inspection on his behalf. So far as I am aware the point has not been decided either in England or in India with regard to the right of a director to take inspection. Of course the point has been decided in relation to the law of partnership where a partner has a similar right of inspection of the books of account of his firm. The leading case on the subject is the decision of the Court of Appeal in the case of Bevan v. Webb [1901] 2 Ch. 59. In that case the arti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o do a thing carries with it the right to use the instrument necessary to prevent that right so conferred from being rendered ineffective, unless there is anything in the nature of the right or in the relations of the parties from which we are bound to infer that the right must be in some way limited." Then his Lordship proceeded to point out: " ..there is no suggestion of any personal objection to the gentleman named by the plaintiffs to make the inspection on their behalf, and the Court would, of course, be prepared to impose a fetter upon the user by him of the information which he may acquire in that way." Of course this decision of the Court of Appeal has been followed in subsequent decisions and is still good law with regard to the ri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e only qualifications laid down in that case were the two which I have set out above. That was the view taken by the Appeal Court in Dodd v. Amalgamated Marine Workers' Union [1924] 1 Ch. 116. This was a case under the Trade Unions Act where a member sought to employ an accountant to execrcise the statutory right to inspect the accounts of the Union. Warrington, L.J., referred to the words "under proper conditions" in the judgment of Mr, Justice Parker in Norey v. Keep [1901] 2 Ch. 59 and stated: " . those conditions are that the agent should not be objectionable to the Union on personal grounds, and that he should give an undertaking not to disclose the information obtained accept to his client." I do not think, therefore, t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... has not been suggested in correspondence that there is any objection to the individual chosen as agent: and as I have pointed out above the agent so chosen did by his attorney's letter, dated 5th January, 1946, give an assurance that he would not use the information obtained by him or disclose it to any one other than his principal. But it is further contended by Mr. Land that even if that may be the correct position under section130 of the Indian Companies Act, under the articles of this company there is a specific provision that inspection shall not be taken by a director by employing an agent. He relies on clause 6 of the articles of association of the company, the material portion of which runs as follows: "No shareholder or other pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f's right to obtain inspection through an agent is entirely unaffected by the articles of the company. It was sought to be urged before me that the application for inspection through an agent is mala fide in this case. As I have stated above were I satisfied that the plaintiff desires inspection for some improper motive may have been inclined not to grant him such inspection, but there is no averment in the written statement that the plaintiff is actuated by improper motives; and I cannot allow such an allegation to be made at the hearing. That being so, I am of the opinion that the plaintiff is entitled to the relief he claims. There will be accordingly a declaration in terms of prayers ( a ) and ( b ) of the plaint but restricted to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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