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TMI Blog1936 (3) TMI 8X X X X Extracts X X X X X X X X Extracts X X X X ..... vices were no longer required as certain retrenchments were being effected on grounds of economy. Mr. Menzies returned to India in the autumn of 1935 and he then, on 14th November, made an application to the Corporation for a copy of register of the members. Some correspondence followed between Mr. Menzies and the officers of the Corporation as regards the amount of fees to be paid by Mr. Menzies on account of the copy and eventually a sum of ₹ 500 was placed by Mr. Menzies at the disposal of the Corporation so far back as on 27th November 1935. 2. The Corporation, however, did not furnish the copy to Mr. Menzies and put him off by pretexts which can only be characterised as scandalous if not dishonest. We were informed today that the number of share-holders of the Corporation was 5600 and ordinarily it would have taken a couple of days to prepare a copy of the register of the members. No such copy was, however, furnished to Mr. Menzies till 13th January 1936, and during this interval the repeated reminders from Mr. Menzies fell on deaf ears. The only excuse that was held out by the Corporation for not complying with the mandatory provisions of Section 36 of the Act was th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o deny to Mr. Menzies what was undoubtedly his right, viz. to obtain a. copy of the register of the members, the opposite parties succeeded on 31st January in getting an adjournment from the District Judge on the ground that they were not ready with their case. The learned Judge then fixed 11th February 1936 for the hearing of the application and on that date the opposite parties filed a reply to the petition of Mr. Menzies. We are not concerned with that portion of the reply which deals with the question whether Mr. Menzies has a right to claim damages from the Corporation on account of his alleged wrongful dismissal. So far as the request for a copy being furnished to Mr. Menzies is concerned it was pointed out in the reply that the opposite parties had promised to supply the copy to the petitioner as soon as it was ready, and they had issued orders for the copy to be prepared without delay. This assurance that was held out to the Court was, however, subject to the condition that the Corporation would expedite the preparation of the copy without prejudice to the office work of the Corporation. It was mentioned in the reply that there was only one available typist in the service ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... copy even now is proof positive of the fact that they intended from the very outset not to let Mr. Menzies have a copy of the register of the members. The question, however, remains and has to be decided whether the order of the District Judge was, as contended by learned Counsel for the applicants, without jurisdiction. 7. It is provided by Section 36(1) of the Act that the register of members of a Company shall be kept at the registered office of the company and shall, except when closed under the provisions of the Act, be open to inspection by any member during business hours, subject to certain restrictions. Clause (2) of Section 36, provides that any of the members of the company or other person may require a copy of the register or any part thereof to be handed over to him on payment of a certain amount on account of copying charges. The penalty for non-compliance with Clauses 1 and 2 of Section 36 is provided for by Clause 3 of the section and as the argument of the learned Counsel for the applicants has turned on the wording of that clause it is necessary to quote the same. It runs as follows: If any inspection or the copy required under this section is refused, the c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f legal administration that where the law requires something to be done there must be in existence a Court that can directly order it to be done. 9. It is well understood in all systems of civilized jurisprudence that where there is a right there is a remedy. It is conceded on behalf of the applicant that Mr. Menzies had the right to demand and to be furnished with a copy of the register of the members of the Corporation. But if the argument of the applicant is pressed to its logical consequences it follows that there was no remedy available to Mr. Menzies for the enforcement of this right. It is needless to say that we cannot credit the legislature with an omission of this description. Section 31 of the Act requires every company to maintain a register of members and Section 32 directs an annual list of members to be prepared by companies. Both these sections lay down the penalty for non-compliance with the provisions of those sections, but there is no provision in those sections expressly authorizing the Court to direct the preparation of the register of members and annual list referred to therein. According to the argument of the learned Counsel for the applicant the Court ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he right given to a shareholder by Section 10, Companies Clauses Consolidation Act, 1845, to require the company to supply him with a copy of the shareholders' address book is a private right conferred on him by statute by reason of his being a member of the company and not as being a member of the public. It was further held in that case that in the event of the company refusing to supply to a shareholder a copy of the register of the members the proper remedy open to the shareholder is either an injunction to restrain the company from continuing to refuse to supply him or an action of mandamus or for a mandatory injunction directing the company to supply him the required copy. In the case before us it is admitted that Mr. Menzies is a shareholder and a director, and, as such, is a member of the Corporation. He, therefore, had the statutory right to demand and to be supplied with a copy of the register of the members. This right of Mr. Menzies arose out of his proprietary right as a shareholder of the Corporation. He was, therefore, entitled to the protection of that right. This right was infringed by the Corporation refusing to supply him a copy within a reasonable time, and, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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