Full Judgment
2. The petitioners further sought directions against the Deputy Commissioner of Income-tax, Pondicherry, being third respondent that in the event of the company failing to comply with the directions, to infer adversely and decide all the proceedings that he may deem fit against respondents Nos. 1 and 2.
3. While learned Counsel for the petitioners reiterated the averments made in the main petition and urged for the prayers sought therein, learned senior counsel for the second respondent opposed the prayer of the petitioners, being beyond the scope of Sections 163(6), 196(4) and 219(4) of the Act and the company remained unrepresented. The second respondent reportedly expired on October 27, 2007 and therefore, the petitioners filed an application impleading the legal heirs of the deceased second respondent which is, however, resisted on the ground that the reliefs claimed against the deceased second respondent, being personal in nature abated, with his death. Before dealing with the merits of the main petition, the scope of Sections 163(6), 196(4) and 219(4) assumes utmost importance.
4. Section 163 stipulates that any member, debenture-holder or other person is entitled to copies of the index of members, the register and index of debenture-holders, and copies of all annual returns, with the annexures thereon, on payment of the prescribed fee, within the stipulated time limit, failing which the Company Law Board may, by order under Sub-section (6) of Section 163, direct that the copies required shall forthwith be sent to the person demanding it.
5. By virtue of Section 196, a member is entitled to a copy of the minutes of proceedings of a general meeting within seven days after requesting for it. In the event of any such refusal or default, the Company Law Board in exercise of the power under Sub-section (4) of Section 196, may by order, compel an immediate inspection of the minutes book or direct that the copy required shall forthwith be sent to the person requiring it.
6. Section 219 empowers any member to have copies of every balance-sheet, profit and loss account, the auditors' report and every other document required to be annexed to the balance-sheet, which is to be laid before the company in general meeting. In the event of any default, any person aggrieved may resort to the remedy provided in Sub-section (4) of Section 219. This sub-section provides that the Company Law Board may, by order, direct that the copy demanded shall forthwith be furnished to the person concerned.
7. It is, therefore, unequivocally evident from the above provisions of law that the petitioners have statutory rights to claim copies of the records specified in the respective provisions, which cannot be denied by the company, failure of which attracts penal provisions. This Bench, in yet another proceeding initiated in C. P. No. 14 of 2005 by the second respondent herein, since now deceased and others against, inter alia, the company, and petitioners Nos. 1 to 3 herein under Sections 397 and 398 of the Act for certain acts of oppression and mismanagement in the affairs of the company, categorically found that the new directors of the company have been appointed at a validly convened general meeting of the company on August 2, 2003, under the chairmanship of an independent chartered accountant appointed by this Bench and consequently directed by an order dated November 14, 2007, that the directors so appointed "shall take appropriate steps to establish the registered office of the company at a suitable place in a manner known to law, take custody of statutory records, books of account and other records of the company and comply with all the statutory obligations from time to time". The Registrar of Companies, Pondicherry, has been directed to ensure that the company and the board of directors comply with all the statutory requirements in terms of the order dated November 14, 2007, made in C. P. No. 14 of 2005 and in the event of any default, the Registrar of Companies is to take appropriate action against them in accordance with the relevant provisions of the Act. In view of this, it is obligatory on the part of the present board of directors of the company to recover custody of the statutory records, books of account and other records of the company in terms of the order dated November 14, 2007, made in C. P. No. 14 of 2005 and make available copies of the documents as required by the petitioners herein. In this background, the reliefs claimed against the deceased second respondent, being personal in nature cannot be enforced against his legal heirs and therefore, there is no need for impleadment of the legal heirs of the deceased. Furthermore, in the light of the submissions made by learned Counsel on behalf of the third respondent that the assessment order has already been made in respect of the assessment years 1996-97 and 1997-98 in respect of the company, the prayer of the petitioners has become infructuous. The prayer made against the third respondent being unknown to any of the provisions invoked by the petitioners must fail. In view of these conclusions, I consider it entirely inappropriate to exercise the powers under Sections 163(6), 196(4) and 219(4) of the Act to direct either the legal heirs of the deceased second respondent or the third respondent to furnish copies of the records sought by the petitioners, including copies of the assessment orders. However, the present board of directors of the company will forthwith act in terms of this order, in the light of the statutory obligations cast on it, despite the fact that assessment has already been completed in respect of the assessment years 1996-97 and 1997-98.
With the above directions, the main petition and the impleading application stand disposed of. No order as to costs.