JUDGMENT
C.Y. Somayajulu, J.
1. This petition is filed to quash the proceedings in S.T.C. No. 30 of 1999 on the file of the Court of the Special Judge for Economic Offences, Hyderabad.
2. The first respondent filed the above S.T.C. under Section 163(5) of the Companies Act, 1956 (‘the Act’), alleging that he is a shareholder, holding 46,600 shares in the first petitioner-company and as his request for a copy of the list of registered shareholders of the first petitioner as on 30-4-1995 to 1996, was not complied with, he made a request through registered notice on 30-1-1999, enclosing a demand draft for Rs. 200 to cover the expenses to be incurred for providing xerox copies of the documents required and postal charges, undertaking to pay additional charges, if any required, and that that notice was returned unserved, raising a presumption that the petitioners are deliberately avoiding to furnish the required information, and, hence, the petitioners have committed an offence under Section 163(5).
3. The contention of the learned counsel for the petitioners is that since the list of the registered shareholders of the first petitioner-company is not a register open to inspections under Section 163(1), proceedings under Section 163(5) are not sustainable. The contention of the learned counsel for the first respondent is that ‘register of members’ mentioned in Section 163(1) is but a list of registered shareholders, and so the first respondent is entitled to make a request for a copy thereof by paying the necessary fees as contemplated by Section 163(2) and (3).
4. As per Section 41(3) of the Act every shareholder is a member of the company. In fact this court in N. Stayaprasad Rao v. V.L.N. Sastry [1988] 64 Comp. Cas. 492 (A.P.) held that the shareholders in whose favour shares are issued could exercise rights as members of the company, notwithstanding the omission of their names from the register. As per Section 150 every company has to keep a ‘register of members’ containing the name, address, occupation of each member, in the case of a company having share capital, the shares held by each member etc. As per Section 151 if a company has more than fifty members, it shall, unless the register of members is in such a form as in itself to constitute an index, keep an index of the names of the members of the company. Therefore, it is clear that the names of the shareholders, whose names are registered in records of the company, would and should be available, in its ‘register of members’.
Section 163(1) of the Act reads as follows:
“163. Place of keeping, and inspection of, registers and returns.–(1) The register of members commencing from the date of the registration of the company, the index of members, the register and index of debenture-holders, and copies of all annual returns prepared under Sections 159 and 160, together with the copies of certificates and documents required to be annexed thereto under Sections 160 and 161, shall be kept at the registered office of the company :
Provided that such registers, indexes, returns and copies of certificates and documents or any or more of them may, instead of being kept at the registered office of the company, be kept at any other place within the city, town or village in which the registered office is situate, if–
(i) such other place has been approved for this purpose by a special resolution passed by the company in general meeting, and…..
(ii) the Registrar has been given in advance a copy of the proposed special resolution.”
Sub-section (3) of Section 163 reads as follows:
“Any such member, debenture-holder or other person may-
(a) make extracts from any register, index, or copy referred to in Sub-section (1) without fee or additional fee, as the case may be; or
(b) require a copy of any such register, index or copy or of any part thereof, on payment of such sum as may be prescribed for every one hundred words or fractional part thereof required to be copied.”
5. It is clear from Section 163(1) and (3) that all members and debenture-holders of a company can, without paying any fee, and any other person on payment of fees prescribed, inspect the registers, etc., mentioned in Sub-section (1) of Section 163, and they can by paying the fees prescribed, require copies of those registers, etc., to be furnished to them. Section 163(4) mandates furnishing copies on such request within ten days (exclusive of non-working days) of receipt of that request.
6. Since the names of the shareholders of the company have to be entered in the ‘register of members’ as laid down in Sections 150 and 151 referred to above, the contention of the petitioner that the list of registered shareholders of the first petitioner-company from 30-4-1995, to 1996 is not one of the registers to be maintained under Section 163(1), cannot be accepted.
Therefore, I find no grounds to quash the complaint. Hence, the petition is dismissed.