Mr. Solid was a member of Week Cricket Club, a Section 8 Company with no share capital. Mr. Solid sought a copy of the Memorandum of Association of the Club and copies of general meeting proceedings which were not provid

The facts of the case are similar to that discussed in Madras Cricket Club v. M. Subbiah CRL. In this case the respondent was a member of Madras Cricket club (petitioner company/club), a company within the meaning of Section 25 of Companies Act, 1956 (Act) with no share capital. The respondent sought a copy of the memorandum of association of the club and copies of proceedings of general meetings which were not provided to him. The respondent filed a complaint before the additional Chief Metropolitan Magistrate, Chennai pursuant to the provisions of section 196 of the Companies Act, 1956 for non furnishing of copies of minutes etc by the club. The club filed a petition before the High Court of Madras for quashing the complaint. The High Court quashed the complaint on the ground that the petitioner company did not have a share capital, the respondent could not be considered a 'shareholder' and under Section 621 of the Companies Act, 1956, no Court can take cognizance of any offence unless it is made at the instance the Registrar of Companies, or shareholder or a person authorised by Central Government. The respondent did not fall in any of the above categories. Section 439 of the Companies Act, 2013 is replica of Section 621 of the Companies Act, 1956, which also states that No court shall take cognizance of any offence under this Act which is alleged to have been committed by any company or any officer thereof, except on the complaint in writing of the Registrar, a shareholder of the company, or of a person authorised by the Central Government in that behalf. Thus, accordingly, in the present given case, the Club will succeed.