JUDGMENT
M.C. Jain, J.
(1) This appeal is directed against the order of learned Company Judge dated 7th July 1989 whereby the learned Judge disposed of C.A. No. 543/89. The application was allowed and a direction was given that the concerned Assistant Registrar should supply the photo copies of the documents, as mentioned in the application at the cost of the petitioners.
(2) A short question is involved in the present appeal as to whether the respondents in this appeal are entitled to the photo copy of documents which have already been inspected by them. We have been taken through the orders passed by the learned Company Judge on various applications and it is not necessary for us to refer to all of them but it is important to mention here that the learned Company Judge allowed the inspection of the documents and in fact the documents mentioned in the application have already been inspected. The question of supply arose at the stage of evidence, while recording the statement of petitioner No. 2, Mr. Shankarlal Bagri and at that stage photo copies of folios of various books of accounts were supplied, as mentioned at page 40 in the paper book of this appeal.
(3) The supply of copies is resisted by the appellants on the ground that certain factual errors have been committed by the learned Company Judge in the impugned order and as a matter of law, the respondents are not entitled to supply of copies of the documents in question. Besides that it is also urged on behalf of the appellants that no prejudice will be caused to the respondents, on the contrary prejudice will be caused to the appellants and even on the equity, looking at the contumacious conduct of the respondents, the court should refuse the prayer of supply of copies.
(4) We have considered the above submissions of learned counsel for the applicant. We are of the opinion that the matter is already at .an advanced stage and inspection of documents has already been done. Therefore, it would be in the interest to justice that copies of documents be supplied to the respondents. We may mention that with regard to production of documents, inspection of documents and supply of copies, the matter is to be considered in the light of provisions contained in Code of Civil Procedure and the power can be exercised by the Court even under Section 151, Civil Procedure Code .
(5) Admittedly inspection has already been allowed and inspection has been done and it is on the basis of inspection that evidence has so far been recorded and documents have been put to the witness in examination-in-chief and the cross examination is yet to begin. As per the statement of the learned counsel for the respondent, some more witnesses are to be examined and for proving certain facts from the books of accounts, questions have to be put to all the witnesses regarding allegations made in the main petition. It is for the respondents to substantiate the allegations by placing on record' necessary evidence in the form of documents and proving the same. It is stated that only relevant entries would be put in the evidence which have bearing on the averments made in the main petition. But then it does not mean that for preparation of the whole matter the respondents may be denied to have copies of books of accounts, as prayed for by the respondents in the application.
(6) Counsel for the appellant, in support of his contention, placed reliance on some case law and particularly the decision of Calcutta High Court in Lalita Rajya Lakshmi M.P. Vs. Indian Motor Co., . (1) The lodgment refers to the provisions regarding right of inspection. Section 209(iv) of the Companies Act permits inspection by the directors of the books of accounts. On the basis of Section 209 it cannot be argued that in order to prove the allegations made under Sections 397 and 398, shareholders have got no right of inspection of the books of account and other relevant papers of the company. It is true that detailed provisions have been made with regard to inspection of documents by shareholders and directors but on the basis of such provisions it cannot be argued that at the time of trial under Sections 397, 398 the right of the shareholders is in any way restricted. The Calcutta case, in our opinion, would not apply in the given situation and we express our disagreement with the view that the right of inspection is limited to the Board of Directors under Section 209(iv) and the right is not available to the shareholders for inspection of the books of account of the Company in the course of proceedings under section 397 and 398 of the Act. It may be mentioned that there are allegations and counter allegations in the petition regarding misuse of the funds of the company in arbitrary manner. It is only with the help of books of accounts that the matter can be investigated and the parties should in such a case be at liberty to look into the books of accounts and substantiate their case. It is significant to take note of the fact that inspection has already been completed. There could be no valid reason for refusal of the supply of zerox copies. In our opinion, supply of zerox copies would facilitate the trial of the petition. It would be a time saving device for the court as well as for the lawyers on both the sides. After studying all the documents on account of supply of zerox copies, the evidence can easily be recorded and only relevant questions would be put to the witnesses in view of the fact that the study would be made of all the entries in advance. This Court had an occasion to consider the question with regard to supply of copies of proxies. Reference be made to Swadeshi Polytax Ltd Vs. V. K. Goel, . It was contended in that case that in the Companies Act 1956, there is no provision for any member or shareholder to obtain proxies or the specimen signatures of the shareholders maintained by the company. There was a limited right of inspection granted to a shareholder of the company and after issue of 3 days notice to it and such a right does not entitle any share holder to obtain copies of the proxies or the signatures of the parties thereon. This submission was negatived and it was observed by this court that the statutory provision makes it clear that the proxies deposited; with a company are open to inspection and there is no secrecy either in the signatures or in the other particulars contained in the instrument of proxy. A proxy can at any time be revoked. In respect of proxies the case of the plaintiff was that proxy executed in favor of respondents had been revoked by execution of the later proxies by the same person. The proxies or their certified copies is a vital document for disposal of the suit. It was further observed that the issue of certified copies can cause no prejudice except that the appellant may want to withhold the documentary evidence from the court at the trial. It was also observed that the direction of the issuance of certified copies by the Registrar and upheld by the learned Single Judge under orders in appeal, makes no decision affecting the merits of the suit. It does not affect any vital or valuable right of the appellant except the procedural irregularity, if any, of issuing certified copies of documents contained in the summoned record of the suit, in which the plaintiff is not a party. Reference may also be made to the Single Bench decision of Gujarat High Court in Jagatbhai Vs. Vikrambhai, . The documents in that case of which inspection was sought were in the custody of court. The documents did not become part of the record of the suit still the learned Judge observed that the plaintiff will be taking copies' to make effective and detailed study and have proper consultation with their lawyers. That would also enable the Counsel to render proper assistance to the court. Since the court is not verifying the correctness of the copies, there is no need of the documents to have become part of the record. Since the documents happen to be in the custody of the court, its permission to take zerox copies of the same is required. But that does not mean that the court can refuse such permission only on the ground they have not become part of the record. No prejudice can occur to the other side if the zerox copies are permitted to be taken. The purpose of inspection will become ineffective and would be frustrated. No harm or prejudice can be caused to the other side if the zerox copies can be taken. It was also observed in that case that if the inspection of the documents is granted by the Court, there is no reason why the copies cannot be supplied of the same. The purpose of inspection is to know and study 'the documents. In view of very large number of documents, the petitioner wanted that they may be permitted to take zerox copies of the same.
(7) We are in agreement with the learned Judge of the Gujarat High Court. It may be mentioned that the same is the situation in the present case. It appears that very large number of documents would be referred in evidence as stated by the learned counsel at the Bar. The inspection of the same has already been done. In such a situation, in our opinion, interests of justice would be served in case the respondents are permitted to have zerox copies of the documents applied for. As regards the question of prejudice, suffice it to say that when inspection has already been done, the question of prejudice does not arise as everything has come to the knowledge of respondents. If the zerox copies are supplied, in our opinion, there can be no prejudice.
(8) In the above view of the matter, the order of the learned Company Judge calls for no interference. In the result this appeal is hereby dismissed. No orders as to costs.
