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Issues: Whether a director entitled under Section 130(2) of the Indian Companies Act to inspect the company's books of account may exercise that right through a skilled agent appointed by him.
Analysis: Section 130(2) grants directors the right to inspect books of account. Authorities on analogous rights of inspection in partnership and trade union contexts establish that the right may be exercised through an agent provided the agent is not reasonably objectionable and gives an undertaking to use the information solely for the principal's purposes. Those principles apply equally to a director's statutory right under Section 130(2). An articles provision purporting to require directors to obtain the company's permission before inspection cannot curtail a statutory right and is ultra vires to that extent. Allegations of mala fide motive may deny inspection but must be pleaded or established; absent such a showing inspection through a proper agent should be allowed.
Conclusion: The director is entitled to inspect the books of account through a properly chosen agent, subject to there being no reasonable objection to the agent and to the agent's undertaking not to disclose or misuse the information. The articles cannot validly restrict this statutory right.