Bombay High CourtFomento Resorts And Hotels Ltd. vs Mahendra G. Wadhwani on 1 September, 1995Equivalent citations: [1996]85COMPCAS1(BOM)JUDGMENT

 

R.G. Vaidyanatha, J.1.  This is an appeal against the order dated March 10, 1993, in Company Petition No. 2/163(6)/CLB/WR/92 on the file of the Company Law Board, Western Region Bench, Bombay. The respondent has remained absent in spite of service of notice. I have heard learned counsel for the appellant.2.  The respondent sent an application dated August 9, 1991, to the appellant-company seeking an extra from the register of the company's members. The appellant-company sent a reply stating that a sum of Rs. 6,000 should be sent in advance for preparing the copies. The respondent sent a reply asserting that the claim of the appellant was excessive but sent an advance Rs. 500 only and requested the appellant to furnish the copies. Since the appellant-company did not supply the copies and demanded Rs. 6,000, the respondent filed an application before the Company Law Board undersection 163(6)of the Companies Act, 1956, for a direction to the appellant-company to furnish the extracts of the list of members. After hearing both the sides the Company Law Board passed the impugned order directing the appellant-company to quantify the amount payable by the respondent within 15 days and then the respondent was directed to send the amount by demand draft within 15 days and, thereafter, the appellant-company should furnish the copies within ten days. Being aggrieved by that order the appellant-company has come up with this appeal.3. It may also be mentioned that earlier the company filed a writ petition in this court challenging the impugned order being Writ Petition No. 276 of 1993. Later it was allowed to be withdrawn since the appellant has a statutory right to come by way of statutory appeal to this court. The present appeal is filed undersection 10Fof the Companies Act.4. Learned counsel for the appellant has questioned the correctness and legality of the impugned order. It was argued that the supply of copies involves voluminous work and the appellant-company has demanded Rs. 6,000 only as advance and the Company Law Board erred in interfering with that.5. No doubt the company is under a statutory obligation to supply copies whenever asked for by anybody subject, of course, to demanding and collecting the necessary charges for preparing the copies. In the present case, the appellant-company demanded Rs. 6,000 as advance but the respondent sent only Rs. 500 as advance. The appellant-company is also aggrieved by the time frame given in the impugned order under which the company has been asked to supply copies within ten days. It was pointed out that if one typist is placed exclusively in charged of preparing the copies demanded by the respondent, it would take about 80 days. There are about 4,000 members in the company. For each member there is one sheet in the register. The learned company advocate has explained that one typist may prepare 50 to 60 sheet per day and to make all the copies of 4,000 members it will take about 80 days but the impugned order gives only ten days to the company to give the copies. Then a grievance was made about the impugned order not giving a discretion to the company for supplying copies by another mode. In my view, both the grievances of the appellant-company are justified.6. The member of the Company Law Board who has passed the impugned order has not take into consideration the practical difficulties with which the appellant-company is faced. The respondent is an utter stranger to the company. It is not known for what reason he wants the extracts of the register of members. The company cannot be expected to spare one typist exclusively for taking the copies. The company work should not be allowed to suffer merely because a stranger wants copies and that too without disclosing the reason for the same. Today learned counsel for the appellant has made available the particulars of preparing copies as suggested by this court on the last hearing date. It is seen that there are about 3,800 members in the appellant-company. Each member will have one folio sheet. Therefore, the company will have to prepare 3,800 copies of folios in order to meet the demand of the respondent. The approximate cost, as per law, the company can charge is Re. 1 for every 100 words. This will work out to about Rs. 2,280 for preparing copies of folios of 3,800 members.7. If xerox copies are taken, it will be convenient since it will save lot of time and in which case the cost will come to Rs. 3,800. I, therefore, feel that the impugned order should be modified and the respondent should be directed to pay charges of Rs. 2,280 and wait for six months to get the necessary copies or he can pay Rs. 3,800 and take the copies within two weeks.8. It is also seen in one of the grounds in the memo of appeal that the vires and validity ofsection 163(3)and (4) of theCompanies Actis challenged on the ground of being unjust and unreasonable. In my view, for the disposal of this appeal, it may not be necessary to go into the same. That question is left open.9. In the result the appeal is allowed partly. The impugned order is modified. The appellant-company shall give typed copies of the extracts of the register of members within a period of six months after the respondent sends cash of Rs. 2,280 in pursuance of this order. In case the respondent wants the copies earlier, it is open to him to send cash of Rs. 3,800 to the appellant-company and in which case the appellant-company shall supply xerox copies of the lists of members within a period of two weeks from the date of receipt of the cash. The respondent shall make the above payments only by way of demand draft on any scheduled bank. In the circumstances of the case, there will be no order as to costs in this appeal.