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Issues:
1. Whether the appellant, as a mortgagee of the Company, had the right to oppose the respondent's application for removal of his name from the Register of Members. 2. Whether the respondent's application under Section 38 of the Indian Companies Act should have been refused on the merits. Analysis: 1. The appeal stemmed from an order by Mr. Justice Chaudhuri regarding the removal of the respondent's name from the Register of Members of a Company. The respondent had purchased shares and sought to be elected as a Special Director, but when that did not happen, he filed a suit for damages. The appellant, a mortgagee of the Company, contested the respondent's application. Mr. Justice Chaudhuri initially doubted the appellant's locus standi but ultimately made an order in favor of the respondent without hearing the appellant's objections. The appellant argued that he had the right to oppose the application, and the Court agreed, emphasizing the importance of the appellant's involvement in the proceedings to prevent prejudice. 2. The Court delved into the interpretation of Section 38 of the Indian Companies Act, highlighting that the jurisdiction under this section is vast, with the Court having discretion in each case. The respondent argued that Section 38 did not authorize the Court to consider disputes between a member and a stranger. However, the Court disagreed, stating that the legislative intent was to grant the Court broad powers to decide on necessary questions for rectification of the register. The Court emphasized the importance of maintaining the accuracy of the Register of Members to protect creditors' interests. Given the circumstances, the Court found that the respondent was indeed a shareholder, and the appellant, as a mortgagee, had a valid interest in the matter. Therefore, the Court allowed the appeal and dismissed the respondent's application with costs in both Courts. 3. In a concurring opinion, Justice Fletcher agreed with the decision to allow the appeal and dismiss the respondent's application. The judgment highlighted the significance of ensuring fair proceedings and protecting the rights of all parties involved in matters related to the Register of Members of a Company.
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