R.R.RASTOGI, J. - (1.) BY this writ petition under Article 226 of the Constitution, the petitioner, Security Printers of India Private Ltd., Kanpur (hereinafter referred to as 'the petitioner'), has challenged the order passed by the Deputy Secretary to the Govt. of India, respondent No. 1, dated September 21, 1976, requiring the petitioner to take steps to get itself registered under Section 26 of the Monopolies and Restrictive Trade Practices Act, 1969 (hereinafter referred to as 'the Act'), failing which penal action would be taken under the Act.
(2.) THERE is not much dispute on the facts of the case and briefly stated they are that the petitioner having its registered office at Kanpur carries on the business of printing special documents of security nature, such as cheques. This business is also being carried on at Kanpur. Prior to 28th of August, 1974, 51 per cent. of its equity shares were held by W, W. Sprague and Company Ltd. (W.W.S. Ltd.) which is a 100 per cent. subsidiary of Metal Box Company Overseas Ltd. (M.B.O. Ltd.). Both these companies are incorporated under the English Companies Act and they are holding companies. After 28th of August, 1974, the extent of equity shares held by W.W.S. and M.B.O. in the petitioner was reduced to 40 per cent. M.B.O. Ltd. also holds 60.26 per cent. equity shares of Metal Box Company of India Ltd. (M.B. India Ltd.), respondent No. 3, which in turn holds 50.99% equity shares in Kosmek Plastics . (Kosmek Ltd.). Both these companies, M. B. India Ltd. and Kosmek Ltd., are companies incorporated under the provisions of the Companies Act, 1956. M. B. India Ltd. carries on business in the manufacture of packages from tin plates, aluminium, paper and board, etc., as also packaging machinery. The petitioner's contention is that never had the petitioner and M.B. India Ltd. engaged in anything in the nature of a common adventure and that there have never taken place any business transactions or dealings between them. This fact has not been disputed from the side of the respondents. The assets of M.B. India Ltd. exceeded 20 crores of rupees at all material times as computed in terms of Section 20 of the Act and it made an application for registration as required under Section 26 of the Act. Correspondingly, the assets of the petitioner were of the value of Rs. 30,00,000, as stated before us at the bar on behalf of the petitioner.
(3.) BY a letter dated 12th June, 1974, the Secretary to the Govt. of India in the Ministry of Law, Justice and Company Affairs, being of the opinion that Section 20(a) of the Act was applicable to the petitioner, called upon it to show cause why action should not be taken against it for its failure to comply with, the provisions of Section 26 of the Act. There was another letter of the same nature addressed to the petitioner by the Joint Director to the Govt. of India in the same Ministry, respondent No. 2, dated January 14, 1975, by which the petitioner was further required to furnish certain information. That was followed by another letter dated January 29, 1975. The reason given for the aforesaid view was that the same limited foreign holding company, M.B.O. Ltd., is controlling more than one -third equity shares in Kosmek Ltd. through M.B. India Ltd. which is its subsidiary as well as of the petitioner through W.W.S. Ltd. in which it has controlling interest. Thus, the petitioner M.B. India Ltd. and Kosmek Ltd. are interconnected with each other in terms of Section 2(g) of the Act. The petitioner disputed that stand on the grounds that the Act did not apply to M.B.O. Ltd. and W.W.S. Ltd. which, as noted above, were incorporated under the laws of England and did not carry on any kind of activity or business in India or even elsewhere. They were merely holding companies. Further, M.B.O. Ltd. did not exercise or control over one -third of the total voting power relating to the petitioner and even if it be assumed that it did so it did not exercise or control one -third of the total voting power with respect to any matter relating to the petitioner and M.B. India Ltd. inasmuch as there was and could be no common matter relating to both of them.;