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TMI Blog1948 (2) TMI 9X X X X Extracts X X X X X X X X Extracts X X X X ..... n writing made on the 5th April, 1945, the applicant sold his shares to one Choteylal Murarka upon terms and conditions contained in that agreement. On the allegation that Choteylal Murarka had failed to pay for and take delivery of the said shares in terms of the said agreement the applicant tiled a suit in this Court against Choteylal Murarka for the recovery of the price thereof. That suit, which is being contested by Choteylal Murarka is still pending. On the 4th July. 1947, the applicant by his attorney asked the company to supply him copies of balance sheets, profit and loss accounts and certain other documents for several years as specified in that letter and offered to pay the usual charges therefor. The company's attorneys referred to the absence of any person in the company's office competent to give them instructions due to the disturbances then prevailing in the city and promised to deal with the letter as soon as the situation would improve. On the 8th August, 1947, a reminder was sent to the company's attorneys. On the 14th August, 1947, the company's attorneys replied stating, inter alia, that they had asked the company to let them have copies of the papers requi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e articles of association and that the applicant's name was thereupon removed from the register of members and Mohanlal's name was entered therein. A copy of a letter dated the 20th October, 1947, said to have been written by the company to the applicant and Radheylal Murarka setting out the details and particulars of the company's claim against them and calling upon them to pay up the same on or before the 6th November, 1947, and threatening to proceed under regulations 32 and 33 of the articles and a copy of a resolution said to have been passed at a Board meeting alleged to have been held on the nth November, 1947, forfeiting the shares of the applicant and those of Radheylal Murarka and directing their names to be expunged from the register and allotting those shares to Mohonlal Murarka at Rs. 10 per share payable by specified instalments have been annexed to the affidavit of Sohonlal. In the affidavit in reply the applicant denies that he ever received the letter dated the 20th October, 1947, or that the allegations contained therein are correct at all or that any of the persons (other than those who lived with Sohonlal Murarka) to whom copies of that letter are said to have ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to several categories. Thus section 117 requires that a company must keep a certain record but does not, by its own terms, make a non-compliance with such requirement an offence or provide for giving inspection or copy of such record to anybody and provision is made in some other section for compelling the giving of inspection or copy and imposing a fine for non-compliance ( e.g., section 124). The common features of sections 31, 31A and 123 are that each of them requires a company to keep certain records setting forth certain particulars and makes a non-compliance with such requirement an offence punishable with a fine and stops there and make no provisions for compelling the giving of inspection or copy thereof or for imposing a penalty for not giving inspection or copy which provisions are, however, made by some other section ( e.g. , sections 36 and 124). sections 36, 83 and 125 provide for giving both inspection and copy of certain records and for punishment for failure to do so while in sections 82 and 87 provision is made for giving inspection only and for punishment for not doing so but nothing is said about the giving of copies. sections 91A and 91C may be grouped togethe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ctions which by one sub-section imposes a penalty for not giving inspection or copy but by another sub-section of the same section authorizes the Court to compel compliance, e.g., section 83; ( vii )Sections which in express terms indicate the particular Court. in which authority to make certain orders is vested thereby, e.g., sections 281 .282 A. Section 135 may be left out of consideration for that section does not refer to any Court. sections 91A, 91C and 134 may also be passed over because the relevant sub-sections of those sections which impose the penalty do not in terms refer to any court and it is not possible to determine the Court which is to try those offences by means of construction of those sub-sections alone. It is by regarding those sub-sections with section278 that we arrive at the conclusion that those offences are to be tried in the manner by the court specified in section 278. We are thus left with Mr. Banerjee's categories Nos. ( iii ) to ( vii ). Can any general principle be deduced from Mr. Banerjee s classification of the several sections placed in those categories? Is there any special feature in any of the several categories which gives us; an i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rticular or special meaning must be given to those words unless there be something repugnant in the subject or context. In this case the Indian Companies Act has by section 2(3) defined the expression "the Court" as meaning "the. Court having jurisdiction under this Act." Then section 3 of the Act goes on to say that the Court having jurisdiction under this Act shall be the High Court having jurisdiction in the place at which the registered office of the company is situate or in a case to which the proviso applies the notified District Court. Therefore in ascertaining the meaning of any particular section in which the expression "the Court" is used we have to apply section 2(3) read with section 3 and substitute for that compressed expression the words "the High Court having jurisdiction in the place at which the registered office of the company is situate," unless there be anything repugnant in the subject or context. Is there any difficulty or objection in applying this principle to the section we are considering and reading for the words "the Court" the words I have mentioned? So read the sections first impose a penalty for an offence for contravention of their respective requir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... de the Criminal Court acting under section 278 from the category of the Court having jurisdiction under the Act. Mr. Banerjee's contention is that the expression "the Court" in the Litter part of these sections means by reason of the definition in section 2(3) the Court having jurisdiction under the Act and in the light of this definition there can be no difficulty in reading Use expression "the Court" in those sections as meaning the Criminal Court trying the offence created and made punishable by the earlier part of those sections, for the Criminal Court is also a Court having jurisdiction under the Act. Mr. Banerjee further maintains that if the definition of "the Court" in section 2(3) must be read with section 3 then that definition should not be applied to the expression "the Court" in the penal section : because the definition is applicable only if there be nothing repugnant in the subject or context and the subject or the context of the penal sections clearly indicates, and the public convenience requires, that the Court which punishes the offences should also be the Court which is to prevent the repetition of the default which will result in a further offence, for otherwis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Code of Criminal Procedure and all offences under any other law shall be tried according to the same provisions subject to any enactment regulating the manner of trial of such offences. Therefore the Court trying an offence under the Penal Code or under any other law, e.g., the Companies Act, derives its jurisdiction and powers from this section of the Code of Criminal Procedure. The penal sections of the Companies Act do not expressly mention any particular Court which is to try the offences created by them and, therefore, section 29 of the Code of Criminal Procedure comes into play and such offences are to be tried by the Courts by which such offences are shown in the 8th column of the second schedule to be triable. Section 278(2) of the Companies Act only lays down a special manner of trial of offences against the Act committed within the Presidency towns which are punishable by fine only. The provisions of the Code of Criminal Procedure regulating the manner of trial are, by section 5 of that Code, expressly made subject to the special manner of trial prescribed by section 278(2). The Presidency Magistrate is a Court having jurisdiction under the Code of Criminal Proc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ons we are concerned with in this case mean the High Court having jurisdiction in the place at which the registered office of the company is situate or the notified District Court under the proviso to section 3 of the Act and consequently this Court has jurisdiction to entertain this application. Coining to the merits I find that by clause 1 of the summons the applicant prays for certified true copies of various documents, registers and entries set forth in the several sub-clauses ( a ) to ( g ) and by clause 2 he claims inspection of those documents, registers and entries. There is no provision in any of the relevant sections of the Act entitling any person to have certified true copies and Mr. Sarkar appearing in support of this application frankly concedes that his client is not entitled to certified copies but will be content with ordinary copies. In sub-clause ( a ) the applicant wants copies of balance sheets, profit and loss account, auditor's reports as well as of directors' reports for several years. The directors' report is required to be made out by section 131A. The other documents mentioned in that clause are dealt with by section 135 and under that section it is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... which all these matters will be properly and satisfactorily gone into and decided it is only reasonable that I should not, on a summary application, embark on the same enuity. Rightly or wrongly the company has purported to forfeit and sell or re-allot the shares originally held by the applicant and his name has been removed from the register of members. It may be that the applicant will succeed in his suit and get his name reinstated in the register and it will then be time enough for him to seek to enforce his rights as a member. For the moment his name is not on the register and, therefore, prima facie he is not a member and cannot for the moment claim the rights of a. member. I, therefore, decline to make any order in respect of clauses ( a ), ( b ) and ( f ) and confine myself to those documents in which an outsider is interested under sections 87, 124, 36 and 32 that is to say, to the documents referred to respectively in clauses ( c ), ( d ), ( e ) and ( g ) of the summons. Learned counsel for the company contends that the petitioner was a director of the company from 1922 to 1945 and is familiar with all the records. He may get copies of some of the documents from th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e payment of requisite fees before copies are supplied. The applicant, however, has asked for inspection in clause 2 of the summons to which he is, even as a stranger, entitled under each of the sections. I, therefore, make an order directing the company to give immediate inspection of the documents and entries referred to in sub-clauses ( c ), ( d ), ( e ) and ( g ) on payment of requisite fees if any. For reasons stated in Vakharia v. The Supreme General Film Exchange Co., Ltd. [1948] 18 Comp. Cas. 34 and the cases cited therein and particularly in view of the fact that these documents are open to the inspection of a stranger. I allow the applicant to take inspection himself or by an agent. As a stranger the agent will be entitled to inspection in his own right ant, therefore, there can be no objection to an agent under these sections. It is true that the applicant asked for copies to which he is not entitled but he also asked for inspection and it is fairly clear on the correspondence to which I have referred that the applicant has been forced to come to Court. No extra costs have been incurred by reason of the applicant including a claim for copies. In these circumst ..... X X X X Extracts X X X X X X X X Extracts X X X X
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