Whether any unrelated party has the right to inspect the books of accounts of a company – No- says NCLT

Whether any unrelated party has the right to inspect the books of accounts of a company – No- says NCLT

One another torture from AnilKumar Poddar has been put to end 

An interesting legal point is raised in “Anilkumar Poddar v. Darshan Securities (P.) Ltd. [2016] 76 taxmann.com 194 (NCLT - Mumubai)” , wherein the Mumbai NCLT bench has held that an unrelated party is not allowed to harass the company by using section 94(2) of the CA 2013.

Section 94(2) of the Companies Act, 2013 provided the power of inspection of certain registers and returns of a Company to the following: Any member, debenture-holder, other security holder or beneficial owner without payment of any fees and by any other person on payment of such fees as may be prescribed.

The words “any other person" seem to provides powers to any person to demand for registers of even a private limited or listed company or a public company or a small company, whether or not the person is  related to the company.

However, the National Company Law Tribunal, Mumbai Bench has held that if a person is neither a shareholder and nor does he have any claim or commercial interest in a Company, he will not be entitled to demand for the inspection of the said registers.

By applying the doctrine of “ejesdem generis” which means “of the same kind" to the section 94(2) of the Companies Act, 2013 which means “of the same kind" the NCLT has implied that the meaning of “any other person" should get its colour from the words preceding it i.e. “any member, debenture-holder, other security holder or beneficial owner".

Hence if there is absolutely no commercial connection with a Company then the person shall not be covered under the words “any other person".

This is so in case of Private Limited Companies as the public can get only limited information with respect to such companies.

NCLT verdict can be said to be more beneficial to Private Limited Companies as many unrelated individuals to the Company have been misusing the provisions of Section 94 of CA 2013  and demanding the privilege of inspecting the registers and returns of a private limited Company.

Source- NCLT Mumbai web site