9911796707
TMI Blog1983 (11) TMI 257X X X X Extracts X X X X X X X X Extracts X X X X ..... The petitioner had 95 shares of Rs. 100 each. The shares were shown in his name in the return filed with the Registrar of Companies on September 23, 1964. He continued to hold the office of director till June, 1969, when he was removed as a director. At that time, some dispute arose between the shareholders and the directors which was referred to the arbitrator at Surabaj (Indonesia), who gave his award against the petitioner and, inter alia , stated that the shop belonging to the company would be given to the petitioner and in lieu thereof, his shares would be cancelled. The petitioner had not signed any agreement for referring the matter to arbitration and thus the award was not binding on him. It was also challenged by Shri Mangal Singh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 5 shares and the bonus shares in the same ratio in which these were allotted to the other shareholders. The petition has been contested by the respondent. It is, inter alia , pleaded that the petitioner's name did not appear in the register of members of the company with effect from the year commencing from 1968 up to date. Consequently, he has no right to move an application under section 155 of the Act. The shares were transferred by him earlier than 1968, in the first instance by making a gift thereof to one Mangal Singh Taneja and later these were transferred by him and/or Mangal Singh Taneja in favour of other parties in whose names the shares are now registered. He has not taken interest in protecting his right for the last more th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... liable to be dismissed as it involves disputed questions of fact which cannot be decided in summary proceedings under section 155 of the Companies Act, 1956 ?". Before dealing with the factual aspect, it will be appropriate to deal with the legal position. In S. Bhagat Singh v. Pier Bus Service Ltd., AIR 1959 Punj 352; [1960] 30 Comp. Cas. 300 (Punj.), this very question was raised before this court. The learned judge, while dealing with the matter, observed as follows: "The object of enacting section 38 of the Indian Companies Act of 1913, which is analogous to section 155 of the Companies Act of 1956, was to provide a summary remedy in non-controversial matters or in matters where a quick decision was necessary in order to obviat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ople's Insurance Co. Ltd. v. C.R.E. Wood and Co. Ltd. [1961] 31 Comp. Cas. 61 (Punj) ; AIR 1960 Punj 388, on which reliance has been placed by the counsel for the petitioner, arrived at the same conclusion. The following observations of the learned Bench may be read with advantage (at p. 850 of 58 Comp. Cas.): "As a result of the aforesaid discussion, I find no escape from the conclusion that the scope of enquiry under section 155 of the Act is of a summary nature and that the company court may refuse and decline to grant the discretionary relief where serious disputes and complicated questions are involved." (p. 850) From the above observations, it emerges that the proceedings under section 155 are of a summary nature and the court ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... proper court. It is true that on merits he returned a finding in favour of the petitioner but the petitioner cannot derive any benefit from those findings as the court had no jurisdiction to decide the case. It may be highlighted that in spite of the fact that the findings on merits were returned in favour of the petitioner, he did not choose to institute the suit in the court of competent jurisdiction. It is also relevant to point out that the dispute between Mangal Singh and the petitioner had been before the Companies Tribunal as well. The shares now stand in the names of some other persons who have not been made parties to the present proceedings for reasons best known to the petitioner. The respondent has produced copies of the retur ..... X X X X Extracts X X X X X X X X Extracts X X X X
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