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Issues Involved:
1. Interpretation of clause (b) of sub-section (4) of section 155 of the Companies Act, 1956. 2. Jurisdictional validity of the High Court to entertain the application. 3. Constitutionality and rationality of section 155(4)(b). Issue-wise Detailed Analysis: 1. Interpretation of clause (b) of sub-section (4) of section 155 of the Companies Act, 1956: The primary issue revolves around whether clause (b) of sub-section (4) of section 155 mandates a minimum number of judges for hearing an appeal or merely describes the High Court in which such an appeal arises. The court examined the language of section 155(4)(b), which states: "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." The court concluded that the phrase "consisting of three or more judges" is descriptive of the High Court's size rather than prescriptive of the number of judges required to hear the appeal. The phrase qualifies the High Court and not the Bench, indicating that an appeal can be heard by a Division Bench rather than mandating a Full Bench of three or more judges. 2. Jurisdictional validity of the High Court to entertain the application: The appellant sought rectification of the register of members of a company under section 155 of the Companies Act, 1956. The initial application was dismissed by a single judge on the grounds that the registered office of the company was not within the territorial jurisdiction of the court. The appellant contended that the appeal against this dismissal should be heard by a Bench of three or more judges. The court clarified that the power to rectify the register of members is not exceptional or extraordinary, and appeals from such orders typically lie to a Division Bench, not necessarily a Full Bench of three or more judges. 3. Constitutionality and rationality of section 155(4)(b): The appellant argued that section 155(4)(b) is arbitrary and unconstitutional because it creates a disparity between larger High Courts (with three or more judges) and smaller High Courts (with fewer than three judges). The court rejected this argument, stating that the right of appeal is not a fundamental or inherent right but a creature of statute. The Legislature has the authority to regulate or limit appellate forums. The court further explained that section 155(4)(b) is based on reasonable classification, distinguishing between larger and smaller High Courts. In smaller High Courts, an appeal from a single judge's order is impractical, justifying the finality of such orders within those courts. Conclusion: The court held that section 155(4)(b) does not prescribe a Bench of three or more judges for hearing an appeal but merely describes the High Court in which an appeal may arise. Consequently, the present appeal can be heard by a Division Bench and not necessarily by a Full Bench of three or more judges. The appeal was directed to go back before a Division Bench for a decision on merits.
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