JUDGMENT
John Mathew, J.
1. The petitioner in Company Petition No. 68 of 1980 is the appellant. He is hereinafter referred to as “the petitioner”. That petition was filed under Section 155 of the Companies Act for rectification of the register of members of the first respondent company, namely, Thandiyode Plantations P. Ltd., South Wynad. According to the petitioner, he and respondents Nos. 2 and 3 entered into an agreement in November, 1973, evidenced by exhibit A-1, for carrying on the business of arranging for sale of estates and dividing the profits. By exhibit A-l, they also agreed to take over the first respondent company and the understanding was that they would purchase the entire company. Another agreement was entered into between them evidenced by exhibit A-2 on January 22, 1975, for purchase of all the shares of that company. Meanwhile, all the three of them were spending amounts for the improvement of the estate, after they got possession of the estate on October 1, 1974. The petitioner made available necessary funds for purchase of the shares. However, contrary to the agreement, respondents Nos. 2 and 3 purchased the shares of the company in their own names. According to the petitioner, the registration of the shares in their names is brought about by fraud and mistake, since the petitioner is entitled to one-third right in the shares. This petition is, therefore, filed to rectify the mistake by including the petitioner’s name also as a joint shareholder in the share register of the company.
2. Respondents Nos. 2 and 3 admit exhibits A-1 and A-2 agreements. However, according to them, the proposal to purchase shares between them
and the petitioner was abandoned. According to them, they did not obtain possession of the estate on October 1, 1974, and did not make any joint effort to improve the estate. So also the petitioner did not provide funds for the purchase of shares. Since the agreements, exhibits A-1 and A-2, failed, respondents Nos. 2 and 3 purchased 50 shares each in their own names with their own funds. The second respondent became the managing director and the third respondent became the director of the first respondent company. There was no fraud or fraudulent misrepresentation. Therefore, according to them, this petition is not maintainable and the petitioner is not entitled to any reliefs.
3. The second respondent also filed a counter-affidavit for and on behalf of the first respondent company contending that exhibits A-1 and A-2 agreements are not binding on the company. Since there was no agreement by the company with the petitioner and respondents Nos. 2 and 3, the petitioner is not entitled to any relief in this petition.
4. The learned company judge found that prima facie the arrangement between the petitioner and respondents Nos. 2 and 3 was something more than a mere proposal as attempted to be made out by respondents Nos. 2 and 3. It was further found that exhibit A-2 discloses that substantial amounts belonging to the joint funds, and in respect of which respondents Nos. 2 and 3 were bound to account to the petitioner, has been spent in connection with the Thandiyode business. Learned company judge also found that Clause 15 of exhibit A-3 indicates that an amount of Rs. 1,00,000 had been spent by the three persons together by January, 1975, for acquiring the estate of the company. It was further found that from paragraph 7 of the joint counter-affidavit of respondents Nos. 2 and 3, it can be taken as conceded that negotiations for the purchase of shares of the company as stated in exhibit A-2 agreement were actually held for the purchase of shares in the name of all the three. However, the learned judge was of the view that the petition under Section 155 of the Companies Act is not maintainable for the following reasons:
(1) The petitioner has not complied with the provisions of Section 108 of the Companies Act. When no instrument of transfer was drawn up and delivered to the company, it is doubtful whether the company court can order rectification based on a mere order of transfer.
(2) There is no agreement between the company and the petitioner or with any shareholder of the company. The petition does not disclose the name of any shareholder with whom himself and respondents Nos. 2 and 3 negotiated and came to an agreement. There is also no mention of the number of shares involved or consideration paid.
(3). In order that the names of the shareholders are to be removed, and other names entered in their place, the particulars referred to in Clauses (a) to (d) of Section 150 (1) of the Act must be available. The petitioner has not furnished those details.
(4) Section 155(2) confers only a discretion on the company court and it may not be desirable, even if permissible, to pronounce on the question of title at this stage since the scope of the agreement is in dispute in O. S. No. 245 of 1976.
5. The questions to be decided are :
(1) whether the petition is maintainable under Section 155 of the Companies Act, and
(2) if so, whether the prayer for rectification of the share register is to be allowed.
6. Section 155 of the Companies Act reads as follows :
” 155. Power of court to rectify register of members.–(1) If-
(a) the name of any person-
(i) is without sufficient cause, entered in the register of members of a company, or
(ii) after having been entered in the register, is, without sufficient cause, omitted therefrom, or
(b) default is made, or unnecessary delay takes place, in entering on the register the fact of any person having become, or ceased to be, a member;
the person aggrieved, or any member of the company, or the company, may apply to the court for rectification of the register.
(2) The court may either reject the application or order rectification of the register and in the latter case, may direct the company to pay the damages, if any, sustained by any party aggrieved.
In either case, the court in its discretion may make such order as to costs as it thinks fit.
(3) On an application under this Section, the court-
(a) may decide any question relating to the title of any person who is a party to the application to have his name entered in or omitted from the register, whether the question arises between members or alleged members, or between members or alleged members on the one hand and the company on the other hand ; and
(b) generally, may decide any question which it is necessary or expedient to decide in connection with the application for rectification.
(4) From any order passed by the court on the application, or on any issue raised therein and tried separately, an appeal shall lie on the grounds mentioned in Section 100 of the Code of Civil Procedure, 1908-
(a) if the order be passed by a District Court, to the High Court ;
(b) if the order be passed by a single judge of a High Court consisting of three or more judges, to a Bench of that High Court.
(5) The provisions of Sub-Sections (1) to (4) shall apply in relation to the rectification of the register of debenture holders as they apply in relation to the rectification of the register of members.”
7. It may be noticed that the present Section omits the first part of the proviso contained in Section 38 of the Indian Companies Act, 1913, to the effect that the “court may direct any issue to be tried in which any question of law may be raised” and refers in Sub-Section (4) only to ” the court on the application or on any issue raised therein and tried separately “. From this, it would appear that the order passed by the court is not based on any summary decision. Clause (a) of Sub-Section (3) of Section 155 empowers the court to decide “any question relating to the title of any person who is a party to the application”. Clause (b) of Sub-Section (3) empowers the court to decide “any question which it is necessary or expedient to decide in connection with the application for rectification “.
8. Under Sub-Section (1) of Section 2, jurisdiction to decide questions under the Companies Act is the exclusive jurisdiction of the court as defined in that sub-Section, namely, in an application under Section 155, the High Court having jurisdiction in relation to the place at which the registered office of the company concerned is situate. It may also be noticed that Section 156 of the Act refers only to the filing with the Registrar of notice of an order of the court, evidently meaning the court having jurisdiction under the Act and not of any civil court whose judgments or orders are not required to be notified to the Registrar at all. From a reading of this provision prima facie it would appear that it is not possible to file a separate suit in the ordinary civil court for obtaining the relief of rectification of the register of members of a company. In case of resort to a civil court, the provisions in Section 156 may even be defeated.
9. Learned counsel appearing for the parties placed before us several decisions for and against the abovesaid proposition. Out of this, Ramakrishna Rao v. Krishna Rao [1947] 1 MLJ 75 and Mahendra Kumar Jain v. Federal Chemical Works Ltd, [1965] 35 Comp Cas 651 ; [1965] 1 Comp LJ 151, were decided under the Indian Companies Act, 1913, and as such did not specifically consider the provisions in the 1956 Act. In
Madras-Bangalore Transport Co. P. Ltd. v. K.A. Sebastian [1975] KLT 655, this court relied upon a large number of decisions from Mohideen Pichai Taraganarv. Tinnevelly Mills Co. Ltd., AIR 1928 Mad 571, to Public Passenger Service Ltd. v. M. A. Khadar [1966] 36 Comp Cas 1 (SC), to hold that where by reason of its complexity or otherwise, the matter can more conveniently be decided in a suit, the court may refuse relief under Section 155 and relegate the parties to a suit. While doing so, this court distinguished the judgment of the Supreme Court in Harinagar Sugar Mills Ltd. v. Shyam Sunder Jhunjhunwalla [1961] 31 Comp Cas 387 ; [1962] 2 SCR 339, where the Supreme Court pointed out that a person aggrieved by the refusal of transfer of shares has two remedies for seeking relief under the Companies Act, namely, (1) to apply under Section 155, and (2) to appeal under Section 111. This court, without referring to Section 156 of the Act, observed that the common law remedy of a suit is not negatived by the Supreme Court decision. In view of the fact that there is no necessity to decide whether a separate suit is maintainable for similar reliefs, we do not think it is necessary to decide that question in this appeal.
10. In South Indian Bank Ltd. v. Joseph Michael [1978] 48 Comp Cas 368, a Division Bench of this court held that the power of court under Section 155 of the Companies Act is untrammelled by Section 111 of that Act and that it is open to the transferee to seek relief either under Section 111 by an appeal to the Central Government or under Section 155 by petitioning the court. In Mathew Michael v. Teekoy Rubbers (India) Ltd. [1983] 54 Comp Cas 88, this court considered the scope of Section 155 of the Companies Act and held as follows (at page 92 of 54 Comp Cas):
“There appears to have been some controversy regarding the nature of the company court’s jurisdiction in proceedings for rectification. As pointed out by Desai J. in Gulabrai Kalidas Naik v. Laxmidas Lallubhai Patel of Baroda [1978] 48 Comp Cas 438 (Guj), the English courts were always taking the view that the jurisdiction was summary in nature. That was because under the rules framed, an application for rectification had to be made by originating summons. But in India the company court is approached under Section 155 with a ‘petition’, which is more or less analogous to a suit. Some of the earlier Bombay decisions were rendered under rules framed by the High Court. These decisions cannot apply to petitions under Section 155 where the court is empowered to decide ‘any question which it is necessary or expedient to decide in connection with the application for rectification’. The jurisdiction conferred by Section 155(3) is wide and comprehensive, and I am in respectful
agreement with the view taken in Gulabrai’s case [1978] 48 Comp Cas 438 (Guj) that it is not summary.”
11. Reference was also made to the judgment of this court in P. V. Chandran v. Malabar and Pioneer Hosiery P. Ltd. [1984] KLT 84 (Sh N); [1985] 57 Comp Cas 570, in support of the contention that non-compliance with the provisions of Section 108 of the Companies Act is fatal to a petition under Section 155. However, it may be observed that that was a case of refusal to register transfer of shares of a private limited company, in the articles of association of which, there were specific provisions controlling the transfer of shares. The company rejected the request for registering the transfer of shares relying on one such article, namely, article 33, which provided that without the consent of a majority of the directors, no share can be transferred to any person who is not a member of the company. Therefore, the main question in that petition was about the powers of the directors and not about the factum of transfer. In the present case, the main question is regarding the title of the appellant (petitioner) to the shares and, therefore, this ruling may not be of much assistance in this case.
12. Reference is made to the ruling reported in Hemlata Saha v. Stadmed P. Ltd. [1964] 34 Comp Cas 875 (Cal) and Mahendra Kumar Jain v. Federal Chemical Works Ltd. [1965] 35 Comp Cas 651 (All). Reliance was also placed on the following observation of the Supreme Court in Public Passenger Service Ltd. v. M. A. Khadar [1966] 36 Comp Cas 1; AIR 1966 SC 489, in support of the contention that the parties ought to be directed to settle their disputes in a regular suit (at page 6 of 36 Comp Cas):
” Counsel for the appellant contended that the relief under Section 155 is discretionary, and the court should have refused relief in the exercise of its discretion. Now, where by reason of its complexity or otherwise, the matter can more conveniently be decided in a suit, the court may refuse relief under Section 155 and relegate the parties to a suit. But the point as to the invalidity of the notice dated January 20, 1957, could well be decided summarily, and the courts below rightly decided to give relief in the exercise of the discretionary jurisdiction under Section 155. Having found that the notice was defective and the forfeiture was invalid, the court could not arbitrarily refuse relief to the respondents.”
13. In Hemlata Saha’s case [1964] 34 Comp Cas 875, the Calcutta High Court was of the view that under Section 155, the court cannot go into the question of partition when various claims have been advanced by other joint holders. In Mahendra Kumar Jain’s case [1965] 35 Comp Cas 651, the Allahabad High Court was of the view that as the petitioner’s
title to the shares was itself seriously disputed and since there were several disputed questions of fact, relief under Section 155 could not be granted. In Public Passenger Service Ltd. v. M. A. Khadar [1966] 36 Comp Cas 1 ; AIR 1966 SC 489, the Supreme Court only indicated that the court exercising jurisdiction under Section 155 may refuse relief under that section if the questions involved can be more conveniently decided in a suit. However, in that case, the Supreme Court did not interfere with the granting of relief under Section 155 by the High Court.
14. The qaestion of compliance with the provisions of Section 108 of the Companies Act will arise only if it is found that the petitioner has title to the shares in question. In this case, the allegation is that as per exhibits A-1 and A-2, the petitioner is entitled to one-third right in the name of respondents Nos. 2 and 3. That issue was tried before the company court. Parties were afforded sufficient opportunity to adduce their evidence. The records did not disclose that the company court at any time refused any of the parties opportunity to adduce evidence. In fact, there was a fullfledged trial on all the issues in this petition. Therefore, under the circumstances of this case, we do not think that it is necessary to direct the parties to a fresh suit to decide the dispute between the parties. That will only result in multiplicity of legal proceedings and delay the course of justice.
15. On a consideration of the above rulings of different courts, we are of the yiew that the reasoning of the Gujarat High Court in Gulabrai Kalidas Naik v. Laxmidas Lallubhai Patel of Baroda [1978] 48 Comp Cas 438, which is accepted in Mathew Michael v. Teekoy Rubbers (India) Ltd. [1983] 54 Comp Cas 88 (Ker) is to be preferred to the other decisions as far as the scope of Section 155 of the Companies Act is concerned. But this does not mean that the petitioner-appellant need not comply with the provisions of Section 108 of the Companies Act. Certainly he will have to comply with the provisions of Section 108 and also the other statutory formalities. This can be done before the actual rectification of share register. The mere fact that share transfer forms are not filed cannot be treated as a bar for disposing of this petition on merits.
16. In the nature of the facts of this case, there cannot be any agreement between the petitioner and the company or with any shareholder of the company for transfer of shares in his favour. The agreement was between the petitioner and respondents Nos. 2 and 3, all of whom were strangers to the company. On the basis of exhibits A-1 and A-2, the petitioner and respondents Nos. 2 and 3 entered into an agreement to purchase the shares. The petitioner cannot be expected to know about
the negotiations made by respondents Nos. 2 and 3 for purchase of shares. If it is insisted that the petitioner must provide that information also to maintain this petition, it will only defeat the ends of justice. As far as this petition is concerned, it is sufficient to go into the title or the right of the petitioner to have his name entered in the share register along with respondents No. 2 and 3. Whether the petitioner is entitled to such a relief or not has to be decided first and thereafter, if necessary, the petitioner has to be directed to comply with other statutory requirements.
17. Learned counsel for the respondents submitted that if this court takes the view that the matter has to be decided in this court itself, then the company petition may be remanded to the company court for fresh consideration. As stated above, both the petitioner and the respondents had sufficient opportunity to adduce their evidence before the company court. In fact, Applications Nos. 452 of 1981, 453 of 1981, 492 of 1981 and 508 of 1981 are applications for adjourning the petition. The company court allowed those applications and adjourned the petition to suit the convenience of the parties. Application No. 360 of 1981 was filed on behalf of the company to hear and decide the question of maintainability of the company petition as a preliminary issue. The company court posted that application along with the company petition itself. We are stating this only to show that the matters involved were enquired into in full. It cannot be said that any of the parties proceeded with the trial of the proceedings as if the preliminary issue of maintainability of the petition is being tried. Only by the final order, the company court held that the petition was not maintainable. Under the circumstances, we do not think that the prayer for remand of this old company petition is to be allowed at this stage.
18. The evidence in this case consists of the oral evidence of the petitioner, P.W.-l, the oral evidence of P.W.-2 and exhibits A-1 to A-14. None of the respondents is examined in these proceedings. No documentary evidence is adduced on behalf of the respondents. As P.W.-l, the petitioner has spoken in terms of his petition. According to P.W.-l, the petitioner and respondents Nos. 2 and 3 executed exhibit A-1 agreement on November 10, 1973. Under the agreement, the accounts were to be kept by the 3rd respondent and he was maintaining the same. The 3rd respondent had forwarded the accounts to P.W.-l up to October 31, 1974. Photostat copy of the accounts is produced as exhibit A-2. Respondents Nos. 2 and 3 did not send any accounts thereafter. In exhibit A-2, there is an entry showing Rs. 80,341 88 towards expenses for the first respondent-company. Originally, petitioner and respondents Nos. 2 and 3 had decided to buy Thandiyode Plantation which was at that time partly planted. Their idea was to improve the planted area and to plant the
unplaated area. They had taken over Idivanna Rubber Estate of Nilambur and were selling it. It was at that time that they decided to take over Thandiyode Plantations. The estate was in a very bad condition and was incurring loss at that time. The total extent of the land was 708 acres. Less than 100 acres alone had been planted with cardamom, coffee and lemon grass. The remaining area was uncultivated. The first respondent-company’s share capital was 500 shares of Rs. 100 each. The sons of late Dr. Varghese were controlling the company. Some of the sons were at Chengannur and some at Trivandrum. Under the agreement, all the three of them were to raise Rs. 35,000 each and to purchase the estate for Rs. 1,00,000. The idea was to get these shares transferred in the names of all the three of them. According to P.W.-1, they got possession in 1974. They improved the existing plants and planted some more cardamom. They also cultivated tapioca and did some other things in the estate. All these are accounted in exhibit A-2. There was an agreement regarding the sale of timber trees in the estate which is referred to in the agreement dated January 22, 1975, which is marked as exhibit A-3. They had entrusted the second respondent with the purchase of the shares of the estate, since they had full confidence in him at that time. Second respondent went to Trivandrum many times for that purpose. This is clear from exhibit A-4 letter dated January 23, 1976, sent by the second respondent from Trivandrum to P.W.-l. The second respondent is also known as Kuttappan, which is the name entered in exhibit A-4. The papers referred to in exhibit A-4 were the papers for share transfer. On his return from Trivandrum, however, the second respondent told P.W.-l that it would take another two weeks to get the papers. Subsequently, respondents Nos. 2 and 3 cut and removed some trees from the estate. So P.W.-l had to file OS No. 245 of 1976 in the Calicut Sub-Court for a temporary injunction against the cutting of trees. The written statement in that suit is exhibit A-5 and the additional written statement is exhibit A-6. The petition for injunction is exhibit A-7 and the affidavit in support thereof is exhibit A-8. The objection to the injunction petition is exhibit A-9 and the certified copy of the judgment in that suit is exhibit A-10. Exhibit A-10 was against P.W. 1 and he filed A.S. No. 15 of 1981 challenging that judgment. Exhibit A-11 is the copy of the appeal memo of that appeal. P. W. 1 had paid Rs. 35,000 to the second respondent for purchase of shares as agreed to. P. W. 1 and respondents Nos. 2 and 3 had gone together to Chengannur and paid Rs. 1,00,000 to George Varghese, son of Dr. Varghese. They went from Calicut to Chengannur in a taxi. As far as P. W. 1 is aware, 100 shares have been purchased by the second respondent and another 100 by the third respondent. No shares have been acquired in P. W. 1’s name. They had no power or authority
to get the shares registered in their individual names. P.W. 1 made enquiries in the office of the Registrar of Companies. The Registrar had no information about the transfers. He sent notice to the company and respondents Nos. 2 and 3 to get all the shares transferred in the joint names of the three of them. Copy of the notice dated September 18, 1980, is exhibit A-12. The reply sent by the first respondent to that notice is exhibit A-13. Reply sent by respondents Nos. 2 and 3 is marked as exhibit A-14. Therefore, according to P.W. 1, the name of P.W. 1 (petitioner) also ought to be included in the share register. In cross-examination, it has come out that all the three of them were residing at Calicut. They were having some common business. The distance from Kozhikode to Thandiyode is 55 miles. The shares were purchased after exhibit A-l. The amount of Rs. 75,000 mentioned in exhibit A-1 is over and above the amount paid for purchase of shares. There was a proceeding against the company before the Forest Tribunal. There are no records to show that after purchase, the three of them were managing the estate. P.W. 1’s contribution was Rs. 35,000 and the contribution of respondents Nos. 2 and 3 together was Rs. 70,000. P.W. 1 also denied the suggestion that the proposal to purchase the shares fell through.
19. P.W. 2 was a person employed in the Thandiyode estate from 1944 to 1974. From his evidence it is seen that the estate belonged to the sons of Dr. Varghese. P.W. 2’s services were terminated in 1974 when the estate was sold. George Varghese told him that the estate was sold to the petitioner and respondents Nos. 2 and 3. The estate was running at a loss at that time. The extent of the estate was 708 acres, out of which less than 100 acres were cultivated. P.W. 2 handed over possession of the estate to the petitioner and respondents Nos. 2 and 3 towards the end of 1974. P.W. 2 was residing in the estate and continued to live there for 3 or 4 months more, with the consent of the petitioner and respondents Nos. 2 and 3. In cross-examination, he has stated that there was an agreement between himself and the former directors of the company at the time of his termination. He does not remember the date of that agreement. There are no records to show that he continued to stay in the estate after its sale. Petitioner and respondents Nos. 2 and 3 had told him about the manner in which they were getting the shares transferred. He is in good terms with all the three of them.
20. Exhibit A-1 is the agreement dated November 10, 1973, in which the petitioner and respondents Nos. 2 and 3 are parties. In the first portion of exhibit A-1, there is a reference to the sale of another rubber estate. Detailed conditions about the arrangements between the parties are mentioned in the agreement. In Clause 10 of exhibit A-1, it is mentioned
that if the parties find that the arrangement among them is properly working, they will enter into further agreements regarding other business. Exhibit A-2 is a photostat copy of the statement of accounts as on October 31, 1974, which is referred to in P.W. 1’s evidence. There is an entry ” Thandiyode account ” which shows an expense of Rs. 80,341.88 under that account. According to P.W. 1, this relates to the expenditure incurred towards the first respondent-company. Exhibit A-3 is the agreement dated January 22, 1975. In exhibit A-3, it is stated that the petitioner and respondents Nos. 1 and 2 are taking over the Thandiyode estate including the management and ownership thereof. In clause 3 of exhibit A-3, it is stated that all the expenses have to be borne by the three parties, each, of the parties bearing one-third expenses. In Clause 15, it is mentioned that the parties have spent approximately Rs. 1,00,000 towards Thandiyode estate and it has to be considered as a joint investment of the three parties. Exhibit A-4 is a letter dated November 23, 1976, sent by the second respondent to the petitioner. It is written from Trivandrum. In the letter it is mentioned that the second respondent will come with the available ” papers “. P.W. 1 has explained that the ” papers ” refer to the papers required for share transfer and that the letter is sent by the second respondent, who is also known as Kuttappan. Exhibits A-5 to A-11 are records of O.S. No. 245 of 1976, before the Sub-Court, Kozhikode, and the appeal therefrom. Exhibit A-12 is the lawyer’s notice dated September 18, 1980, sent on behalf of the petitioner. Exhibit A-13 is the reply sent by the first respondent and exhibit A-14 is the reply sent by respondents Nos. 2 and 3.
21. On going through this evidence, we are of opinion that the learned company judge was perfectly right in holding that the arrangement between the petitioner and respondents Nos. 2 and 3 was something more than a mere proposal as attempted to be made out by the respondents. Exhibit A-2 discloses that substantial amounts belonging to the joint funds were spent in connection with Thandiyode business. Exhibit A-3 also indicates that an amount of about Rs. 1,00,000 had been spent by the three together by January, 1975, for acquiring the estate of the company. Learned company judge also refers to paragraph 7 of the joint counter-affidavit of respondents Nos. 2 and 3, wherein it is stated that ” the negotiations for the purchase of the shares of the company as stated in the agreement dated January 22, 1975, failed”. From this statement, the learned judge has drawn the proper inference, namely, that the matter had proceeded beyond the stage of a mere proposal and that negotiations were actually held for purchase of the shares in the names of all the three. It is pertinent to note that neither the second respondent nor the third respondent ventured to go into the box. They also did not
produce any records to support their contentions. They have not disclosed the facts exclusively known to them. They have no explanation as to what happened to the Rs. 1,00,000 referred to in exhibit A-3 and also under what circumstances exhibit A-2 accounts and exhibit A-4 letter were written. Under the circumstances, we have to draw the presumption to the effect that if the documents and accounts were produced, that would be unfavourable to the respondents (see Kundan Lal Rallaram v. Custodian, Evacuee Property, AIR 1961 SC 1316). On a consideration of the evidence in this case, we hold that the acquisition of shares by respondents Nos. 2 and 3 in Thandiyode estate was for the common benefit of respondents Nos. 2 and 3 and the petitioner and that the petitioner is entitled to one-third right in the shares acquired in the names of respondents Nos. 2 and 3.
22. In the result, it is ordered as follows :
(1) The appellant’s title/right to one-third right in the shares acquired in the names of respondents Nos. 2 and 3 in the first respondent company is hereby declared.
(2) It is further declared that the appellant is entitled to get his name included in the share register of the first respondent-company along with the names of respondents Nos. 2 and 3.
(3) Respondents Nos. 2 and 3 are directed to execute within one month from this date necessary instruments of transfer of shares, transferring one-third of their rights in the shares of the first respondent company standing in their names, and deliver it to the first respondent company as required under Section 108 of the Companies Act and the first respondent company is directed to rectify its share register by including the name of the appellant in its share register along with the names of respondents Nos. 2 and 3. The appellant and respondents Nos. 1 to 3 will also comply with any other statutory provisions including the furnishing of the particulars required under Section 150 of the Companies Act and notice to the Registrar under Section 156 of the Companies Act, which may be required to give effect to this order. Since Section 156 of the Companies Act does not envisage a situation as in this case, we direct that the notice of rectification is to be filed by the company with the Registrar within thirty days from the date of rectification. The company will also file a copy of this order before the Registrar of Companies along with Form No. 21 set out in Appendix I to the Companies Act, within thirty days.
(4) If the respondents fail to comply with the above-said directions within the time specified, the appellant will be entitled to have this order executed and the acts required to be done by the respondents done so far as practicable through an officer appointed by the court at the cost of the respondents. The appeal is allowed as above. There will be no order as to costs.
23. Before leaving this appeal, we have to record our appreciation of counsel for the appellant, Sri P. Bhavadasan, and counsel for the respondent, Sri M.Ramanatha Pillai, who prepared this appeal thoroughly and argued it extremely well.