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TMI Blog1981 (7) TMI 189X X X X Extracts X X X X X X X X Extracts X X X X ..... -4, in respect of the shares mentioned in the petition and for consequential reliefs. The facts are so short and simple that I am really surprised to find that the matter can be dragged on for such a long time on unnecessary hypothetical questions being raised which is based on an earlier application by another company being B. K. Holdings P. Ltd. ([1983] 53 Comp. Cas. 367 (Cal.), belonging to the same group of the petitioner company which failed in the trial court and is pending in appeal. On the facts of that case, being a trial, it was held to be hit by the Securities Contracts Regulation Act, and the matter is pending in appeal. The petitioner has purchased two blocks of shares from respondents Nos. 2-4 and paid consideration monies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in affidavits in an application under section 155 of the Companies Act, 1956, with a view to make it a complicated and disputed question of fact, if possible, by alleging imaginary fraud, collusion and illegality, as the company has tried to do, by an eminent counsel appearing for them. But it is a well settled principle that when there are admitted documents which cannot be disputed and are in fact, admitted, they should be relied on, more than disputed questions of facts either oral or by affidavits, and suggestions were made so that the matter should be tried on evidence following the principle laid down in the case of Daddy S. Mazda v. K. R. Irani [1977] 47 Comp. Cas. 39 (Cal.). Mr. P. C. Sen, appearing with Mr. H. K. Mitter an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cation, Mr. Sen submitted, and in my view quite rightly, drawing my attention to the definition of "spot delivery" under section 2( f ) of the Securities Contracts (Regulation) Act and also to sections 13,16 and 18 of the said Act that, in the facts of this case, the transactions being spot delivery contracts, the said Act has no application to these transactions of shares of a private limited company. Mr. Sen admitted that the previous application which was dismissed by Mr. Justice T. K. Basu was entirely different, as the said transaction was not a spot delivery, and, in any way, the matter is pending before the Appeal Court. The said decision is reported in B. K. Holdings P. Ltd. v. Prem Chand Jute Mills [1983] 53 Comp. Cas. 367 (Cal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the consideration were made to the shareholders, being the transferors, which are debited to the account of the petitioner company. Mr. R C. Nag appearing with Mr. Sudipta Sarkar, for the respondents, strenuously argued relying on the principles laid down in Daddy S. Mazda v. K. R. Irani [1977] 47 Comp. Cas. 39 and submitted that this is a case where the question of illegal and wrongful arrangement has been entered into between the petitioner and their sister concern with a group of shareholders of the respondent company to acquire the controlling block of shares in the respondent company and the matter should be tried on evidence. He submitted that the decisions cited by Mr. Sen have no application to this case, where, once the que ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cannot act and base its findings on the same. It is also well-settled that in a section 155 application for rectification of share register under the Companies Act, 1956, if the case is clear and simple and presents no difficulty, the court can make an order and the said section should be liberally construed and where the transferors themselves are not objecting or have not come forward to challenge the consideration, it is not for the (respondent) company to come up and challenge the same. That would be against documentary evidences which are not disputed, but sought to be challenged on the ground of alleged collusion and connivance between the petitioner and the (transferor?) company without any evidence. If this principle is to be accept ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and CIT v. A. Raman Co. [1968] 67 ITR 11 (SC). Further, I may point out that the decision of T. K. Basu J. (B. K. Holdings P. Ltd. v. Prem Chand Jute Mills [1983] 53 Comp. Cas. 367 (Cal.)), is under appeal and the question is to be decided finally whether the said Act, being Securities Contracts (Regulation) Act, has any application to a transaction in shares which are not quoted in a recognised stock exchange in which the regulation of transactions, etc ., prima facie, appears to be the object and purpose of the said Securities Contracts (Regulation) Act. Be that as it may, the present case is a case which does not at all come within the purview of the said Act, being on the face of it on documents which cannot be disputed - ..... X X X X Extracts X X X X X X X X Extracts X X X X
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