JUDGMENT
P.K. Bahri, J.
(1) Originally this petition was filed undcr Sections 397 & 398 read with Section 155 of the Indian Companies Act, but under (he orders of the Court the petition was allowed to be confined to the reliefs which may be available to the petitioner under Section 155 of the said Act.
(2) The petitioner-company is in liquidation since December2.1,1962.1 would refer to only such pleadings which are necessary pertaining to the provisions of Section -155 of the Companies Act. It was averred in the petition that the petitioner-company vide letter dated January 3. 1977. had sent a sum of Rs.l.20,500.00 to Sh. Vipan Kumar Bhargava (since died), the director of the respondent-company and this money was sent for purchasing shares of the respondent-company and similar letter dated January 3, 1977. was also issued and so also letter dated February 21. 1977. It was averred that Sh. O.P. Bhargava s/o Sh. Murari Lal Bhargava was closely related to Sh.V.K. Bhargava as their wives were real sisters and due to this close relationship Sh.V.K.Bhargava in 1970 informed that his group of shareholders wanted to get rid of Mittal Group of shareholders in the respondent- company as the joint functioning was not proceeding well and it was the desire of late Sh.V.K. Bhargava that the respondent-company be held as a closely knit Bhargava Family Company and Sh.V.K.Bhargava had desired in his lifetime that Sh.O.P.Bhargava should be 50% partner in the respondent-company and thus, it was decided that instead of Sh.O.P.Bhargava becoming shareholder of 50% in the respondent-company, the petitioner could purchase the shares belonging to Mittal Group and thus, the petitioner- company had sent the aforesaid amount to Sh.V.K.Bhargava for purchase of shares of the respondent-company in the name of the petitioner-company. It is averred that after the death of Sh.V.K. Bhargava. respondents 2 & 3 started disputes with regard to petitioner- company’s share holding in the respondent-company and some admission is staled to have been made by Sh. R.R. Bhargava in his letter dated May 28, 1984, regarding the pelitioner- company being entitled to shareholding of 50% in the respondent-company. Then reference is made to some 25 letters written by Shri Murari Lal Bhargava and Sh.R.R.Bhargava. It was pleaded that 1265 shares belonging to Mittal Group were to be transferred in the name of the petitioner-company in the records of the respondent- company but due to fraudulent intentions the same was not done. The alternate pica taken is that Sh.V.K.Bhargava had no funds to acquire the said 1265 in January & February 1977 and i( be held that Sh.V.K.Bhargava held those shares Benami for the benefit of the petitioner-company. It is then averred that the respondent-company had allotted 470 shares i.e. 265 and 205 shares to respondents 2 & 3 respectively which had disturbed the share ratio of 50:50 between the petitioner-company and the Bhargava Group of shares and such allotment could not have been made which is in violation of Articles of Association of the respondent-company. So it was prayed by the petitioner- company that this court should declare that 470 shares allotted over and above 2530 shares to respondents 2 & 3 are null and void and it should be held that the petitioner-company is having share-holding of 1265 in the petitioner-company and necessary rectifications be made in the register of members of the respondent-company.
(3) In the reply respondents 1-4 have vehemently contested the petition pleading that serious disputed questions off acts arc involved in the matter and this court should not exercise its summary,jurisdiction under Section 155 of the Companies Act. It was also pleaded that the petition filed in 1984 is hopelessly barred by limitation as it refers to some alleged transactions which look place in the year 1977. It is alleged that the petitioner had advanced a sum of Rs. l,26,500.00 to late Sh. V.K.Bhargava and (hat recovery of the loan having become time-barred the present petition has been filed as a device and contrivance to pressurize (he heirs of late Sh.V.K.Bhargava to pay the said amount. It is averred (hat no such amount had been paid to respondent No. 1-company by the petitioner-company and at no point of time the petitioner-company had become entitled to have any shares of respondent No, 1-company. It was averred that the shares of respondent No. 1-company could be transferred only with the permission of the Board of Directors and in case any shareholder wishes to transfer his share he has to first offer the same to the other shareholder and on such offer being not accepted, then the shares could be transferred to some oilier person, It was pleaded that Mittal Group which had only shares in the name of their close relations offered to transfer shares to Sh.V.K.Bhargava which transfer was duly accepted by the Board of Direclors. So, there could arise no occasion for offering any shares for sale to the petitioner-company. It was also pleaded that the company, which is in liquidation, in law is not entitled to purchase shares of any other company. It was averred that no fresh shares were issued by respondent No. 1-company which could be acquired by anyone and money was not given to respondent No. 1-company by the petitioner-company at any time and it is falsely alleged that petitioner had sent any money to respondent No.1-company for purchase of shares. It was pleaded that letters referred in para 8 of the petition have never been received by the respondents. It was denied dial the petitioner-company is having 50% shareholding in respondent No.1-company. It was averred that rather the petitioner- company does not hold any single share in respondent No. 1 -company. It was pleaded that the said transaction of advancing a sum of Rs.l,26,500.00 to Sh.V.K.Bhargava by Sh. Murari Lal Bhargava or by the petioner-company, was a private transaction between them and respondent No.1-company has nothing to do with the same. It was pleaded that Mittal Group had sold and transferred 1265 shares in favor of Sh.V.K.Bhargava and documents were duly executed in that regard and the share certificates were given to respondent No.1-company for transferring the same in the name of Sh.V.K.Bhargava and the Board of Directors in its meeting dated February 3, 1977,rccordcd its permission in this regard and the three directors of Mittal Group put in their resignation which was duly communicated to all the authorities including the Director of Industries, U.P..Kanpur. Branch Manager, State Bank of India, Meerut and the Manager. National Small Industries Corporation Limited. It was pleaded that the shares purchased by Sh.V.K.Bhargava from Mittal Group had always been shown in the income-tax return of Sh.V.K.Bhargava as his personal assets, was pleaded that the petitioner has forged letter dated June 7, 1984, as such a letter was never issued by respondent No. 1. It was further pleaded that there is no entry in the books of accounts of respondent No.1-company pertaining to the sum of Rs.l,26.500.00 . It was also pleaded that Sh.R.R.Bhargava had nothing to do with respondent No. 1-company as he is neither (he shareholder of the company nor has any say in the affairs of respondent No.1-company. It was also pleaded that letter annexed as P-4 relied upon by the petitioner is a forged letter as such a letter was never written by Sh.Uma Raman. The locus standi of the petitioner to challenge the shares allotted to respondents 2 & 3 is also challenged.
(4) The pleadings of the parties make it evident that the complicated and disputed questions of facts requiring recording of extensive evidence do arise in this matter. This is. indeed, not in dispute before me because initially the orders were made for recording evidence. There was a conflict of authorities on the point whether the partics could be relegated to civil suit or not incase in its discretion the company court decides that such complicated and disputed questions of facts requiring recording of extensive evidence under summary provisions of Section 155 of the Companies Act. is not desirable. J.K.Mehra. J. vide his order dated May 12. 1993. referred the matter to a larger Bench and the Full Bench vide its judgment dated October 1 1, 1993. has held that jurisdiction exercised by the company court under Section 155 of the said Act is discretionary and summary in nature and in exercise of its discretionary and summary jurisdiction, the company court can decline to entertain the petition involving complicated and disputed questions of facts requiring examination of extensive, oral and documentary evidence. The Full Bench relied upon the judgment of the Supreme Court given in Public Passenger Service Ltd. Vs MA. Khaddar & another, , wherein it has been laid down that where by reason of its complexity or otherwise the matter can more conveniently he decided in a suit. the court may refuse leave under Section 155 of the Companies Act and relegate the parties to a suit.
(5) In view of the aforesaid ratio laid down by the Full Bench of this Court in this very case relying on the ratio laid down by the Supreme Court referred to above. I hold that this Company Court should not invoke its summary jurisdiction under Section 155 of the Companies Act and should relegate the petitioner to filing of a civil suit.
(6) The learned counsel for the petitioner has argued that as the petitioner-company is in liquidation, the petitioner-company would have to take permission under Section 446 of the Companies Act for filing a suit. Section 446(2)(a) has been referred by the learned counsel for the petitioner in support of his contention that this court, instead of relegating the petitioner to the filing of a civil suit. should decide this matter ilself. Section 446(2)(a) lays down that the court, which is winding-up the company, not withstanding any thing contained in any other law for the lime being in force, has jurisdiction to entertain and dispose of any suit or proceeding by or against the company. It is. no doubt, true that the company court which is winding-up the company has such jurisdiction but the question which is of importance in the present case is whether the court should or should not exercise its summary jurisdiction under Section 155 of the Companies Act in a case which involves complicated and disputed questions of facts which require taking of extensive evidence both oral and documentary.
(7) Counsel for the petitioner has made reference to Khosla Fans (India) P.Ltd. (In Liquidation) Vs Ramesh Khosla & Others, (1983)53 Company Cases 858, where while interpret ing Section 446 of the Companies Act, the Punjab & Haryana High Court held that the Company Court could exercise jurisdiction in suits and proceedings including criminal proceedings in appropriate cases in respect of a company which is in the process of liquidation. There is no dispule about this principle to law. It is not being laid down by me that in all cases covered by Section 155 of the Companies Act the parties must be relegated to civil court.
(8) I am of the view that it is not a fil case for exercising discretion for invoking the .summary jurisdiction of this court under Section 155 of the Companies Act. The petitioner may if so advised, file a regular civil suit and can apply for permission under Section 446 of the Companies Act. This petition is, thus, dismissed. Parties are left to bear their own costs.