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Judgment
Sanjib Banerjee, J.—The applicants claim to be minority share holders in the company. The applicants are not in management of the company. The applicants seek to intervene in proceedings u/s 633(2) of the Companies Act, 1956 on the ground that disputes and differences relating to the control of the company formed the subject matter of proceedings between the applicants and the petitioners and that the applicants should be heard in course of the present proceedings. The applicants refer to sub-section (3) of section 633 of the Companies Act, 1956 and emphasize that the expression "any other person" appearing therein would include other shareholders of the company. In support of such contention, a judgment reported at 71 Comp. Cases 69 has been cited.
There can be no doubt that the expression "any other person" is of the widest amplitude and it signifies that in a given matter the Court may direct the petitioners to give notices to such persons that the Court may think fit. Such other person, other than the registrar of companies who is necessary to be heard because the charges are brought against the petitioning officers by the registrar, may be shareholders or persons who have no connection with the company. There is no sanction to restrict the width of the expression "or any person." Needless to say, in a proper case the shareholders of the company may also be notified by the Court upon the Court deeming it necessary.
Ordinarily, a petition u/s 633(2) of the Act is carried by an officer against whom a charge is brought by the registrar, of having acted in derogation of any of the provisions of the statute. The nature of the application is that the officer either pleads guilty and seeks pardon or the officer seeks to justify his conduct and applies to Court for him to be exonerated or absolved of the charges.
It is for the Court, upon receipt of a petition u/s 633(2) of the Act to assess whether, for the purpose of considering the charge or charges levelled against the petitioning officer, it is necessary to invite others to participate in the proceedings. That does not imply that an application by another may not be entertained altogether, but it would be the exception than the rule.
In the context of the charges levelled against the petitioners and their explanation that due to the infighting among the shareholders of the company, the statutory requirements of holding the annual general meetings and filing annual accounts could not be complied with, there does not appear to be any present need to invite the opposing group of shareholders to be heard in the proceedings. Accordingly, CA No. 1039 of 2011 is dismissed without any order as to costs.
Urgent certified photocopies of this order, if applied for, be supplied to the parties subject to compliance with all requisite formalities.