9911796707
TMI Blog1972 (7) TMI 44X X X X Extracts X X X X X X X X Extracts X X X X ..... isonment for one month. The circumstances leading to the prosecution of the petitioner are briefly these : The capital of the Fund as shown by the memorandum and articles of association and bye-laws is one crore of rupees, and the object of the Fund is to enable persons to save money, to secure loans at a favourable rate of interest on the security of immovable property or jewels, etc. The Fund is managed by a board of directors elected by the shareholders at the annual general meeting. At every annual general meeting, one-third of the directors have to retire by rotation, and the general body may fill up the vacancy by appointing the retiring director or some other person thereto. The 97th annual general meeting of the shareholders of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s directors, at the office today. His letter is submitted herewith for orders as to what reply is to be given. Submitted." On August 27, 1970, the president passed the following order : "Consult court chairman." On August 27, 1970, P.W. 1 wrote another letter to the secretary, complaining that in spite of his requests, the secretary had not shown the file relating to the nominations and that he must be allowed to see the same as well as the minutes book of the 97th annual general meeting. This letter was put up by the secretary to the president with the following note : "His letter in No. 12116 of date is submitted herewith. In this connection, it is submitted that the court chairman has directed the office not to furnish copy o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hile, that is to say, on September 14, 1970, T.M. Shanmugham, the complainant, instituted his complaint in the court below. The gist of his complaint was that in spite of his repeated letters, the accused failed, neglected and defaulted to take all reasonable steps to secure compliance by the company with the legitimate demand of the complainant for inspection of the abovesaid file and papers connected with the nomination and election of directors at the 97th annual general body meeting as he was entitled to do under section 209(4)( a ) of the Companies Act, and consequently the accused was punishable under section 209(5) and (6) of the Companies Act. If under article 138 of the articles of association of the Fund, which has been marked a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on 209(4)( a ) of the Companies Act directs that the books of accounts and other books and papers shall be open to inspection by any director during business hours. What is the legislative intent behind the expression "other books and papers" ? Can it be reasonably construed to embrace "the nomination paper" ? At page 289 of Maxwell on the Interpretation of Statutes, twelfth edition, the following passage occurs as to how associated words in a common sense have to be understood : "When two or more words, which are susceptible of analogous meaning are coupled together noscuntur a sociis. They are understood to be used in their cognate sense. They take, as it were, their colour from each other, the meaning of the more general being rest ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r words in the section where there cannot be any doubt as to their ordinary meaning. In my view, it would be dangerous to construe the words "other books and papers" to embrace every scrap of paper in the office of the company, whether it is in the nature of a book of account or not. The sub-heading to section 209 of the Companies Act is "Books to be kept by company and penalty for not keeping proper books". This sub-heading emphasises the fact that the words "proper books" have a restricted meaning and refer only to books in the nature of accounts. Originally, section 209(4) of the Companies Act did not contain the words "other books and papers". These words were added by section 20 of the Companies (Amendment) Act, 1965. The Joint Select ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
