D. A. DESAI, J. ( 1 ) PETITIONERS four in number through their constituted attorney have filed this composite petition for reliefs under sec. 155 and secs. 397 and 398 of the Companies Act. 1955. Petitioner No. 2 is the wife of petitioner No. 1 an petitioner No. 4 is the wife of petitioner No. 3. Petitioners Nos. 1 and 2 jointly hold 75 shares in Vihar Cine Private Limited (hereinafter referred to as the Company ). Petitioner Nos. 3 and 4 jointly hold 100 shares in the same company. One Mr. Niranjan Nageshwar Vyas and his Wife Mrs. Kusumben N. Vyas jointly hold 50 shares in the same company. One Mr. Ashokbhai Ramanlal Patel holds 99 shares of the said company. ( 2 ) THE company was incorporated as private company on 29th March 1967 The company was formed for the principal object of constructing a cinema theatre and to carry on business of cinematograph film producers exhibitors distributors etc. The initial authorised capital of the company was Rs. 5 lacs divided into 500 equity shares of Rs. 1000 each. But subsequently by a resolution dated 23rd June 1976 the authorised capital of the company was increased from Rs. 5 lacs to Rs. 10 lacs divided into 1000 equity shares of Rs. 1000 each. The issued subscribed and paid up capital was Rs. 9 88 0 consisting of 988 shares of Rs. 1000 Cash fully paid up. The company erected a cinema theatre named as Vihar Cinema on Pratapnagar Road Baroda. After it obtained a licence to exhibit films in the theatre the company gave the theatre on lease to Messrs. Vihar Film Exhibitors a partnership firm of which all the equity share holders of the company were partners on a monthly rent of Rs. 20. 000 and the lessee was to bear the expenses of staff salary electricity charges machinery maintenance etc. Messrs. Vihar Film Exhibitors in turn gave on lease the theatre to Messrs. Vihar Exhibitors a firm on a weekly rent of Rs. 8500 The running expenses were to be borne by Messes Vihar Film Exhibitors. After to period of lease expired the company gave the theatre on lease to Messrs. Bachubhai Dave and Sons on a monthly rent Or Rs. 15 0 on August 1 1972 with certain other conditions which are not relevant for our purpose. Unfortunately Mr. 8500 The running expenses were to be borne by Messes Vihar Film Exhibitors. After to period of lease expired the company gave the theatre on lease to Messrs. Bachubhai Dave and Sons on a monthly rent Or Rs. 15 0 on August 1 1972 with certain other conditions which are not relevant for our purpose. Unfortunately Mr. Bachubhai Dave the principal partner of Messrs. Bachubhai Dave and Sons expired and by a mutual understanding the lease in favour of Messrs. Bachubhai Dave and Sons was brought to an end in August 1973. The petitioners allege that after Messrs. Bachubhai Dave and Sons surrendered the lease the company gave on lease the theatre to Messrs. Manubhai and Brothers as per lease deed dated 6th August 1973 On a monthly rent of Rs. 12 0 for a period of three years with a specific condition that all expenses incidental to the running of the cinema theatre were to be borne by the lessee Messrs. Manubhai and Brothers. Pursuant to this arrangement it is alleged that Messrs. Manubhai and Brothers made an advance payment of Rs. 3 lacs the amount to be adjusted to wards the rent becoming due and payable. There are other allegations in respect of this lease but they are not material. ( 3 ) AT all material times respondent No. 4 Ravjibhai Varadhbhai Patel was the Managing Director and respontents Nos. 1 3 5 and 6 were the Directors. Petitioner No. 1 and one Mr. N. N. Vyas also became Directors of the company from 1971. It is alleged that respondents Nos. 4 and 5 were in active management of the affairs of the company. It appears that the business of the company was running in a loss. The company had borrowed loans from the Gujarat Industries Investment Corporation as well as deposits from the friends and relations of the Directors and from public. There were miscellaneous loans and advances to the tune of Rs. 8 lacs. The company was thus faced with heavy weather on financial front. It is alleged that as the company needed substantial finances to come out of the financial crisis the company approached Messrs. Manubhai and Brothers the lessee of the theatre at the relevant time and who were also incidentally carrying on business of shroffs and money lenders for financial assistance. The company was thus faced with heavy weather on financial front. It is alleged that as the company needed substantial finances to come out of the financial crisis the company approached Messrs. Manubhai and Brothers the lessee of the theatre at the relevant time and who were also incidentally carrying on business of shroffs and money lenders for financial assistance. Messrs Manubhai and Brothers showed their willingness to provide finance if the control of the company should substantially remain in the hands of respondent No. 4 in whom Messrs Manubhai and Brothers had immense confidence. Pursuant to this arrangement it was alleged that it was agreed between the constituted attorney of the petitioner and respondents Nos. 4 5 and 6 that petitioners Nos. 1 and 3 respondents Nos. 5 and 6 Mr. N. N. Vyas and Mr. A. R. Patel should execute bank transfer forms in respect of their respective shares and they should hand them over to respondent No. 4 and if necessary the shares respectively held by the aforementioned persons should be nominally entered in the name of respondent No. 4 to assure Messrs Manubhai and Brothers that respondent No. 4 holds the controlling block of shares in the company. And that pursuant to this arrangement the constituted attorney of the petitioners Nos. 1 and 3 and respondents Nos. 5 and 6 and Mr. N. N. Vyas and Mr. A. R. Patel executed blank transfer forms in respect of the shares respectively held by them and handed them over to respondent No. 4. The petitioners allege that on the strength of the blank transfer forms handed over to respondent No. 4 424 shares standing in the name of the petitioners respondent No. 6 and his wife Mrs. Shardaben P. Panchal Mr. A. R. Patel Mr. N. N. Vyas and his wife Mrs. Kusumben N. Vyas have been entered in the name of respondent No. 4. ( 4 ) PETITIONERS further allege that respondent No. 1 initially held 91 shares of the company and respondent No. 3 who is the daughter of respondent No. 1 held 73 shares and that they were pressurising respondent No. 4 to return their share capital. Kusumben N. Vyas have been entered in the name of respondent No. 4. ( 4 ) PETITIONERS further allege that respondent No. 1 initially held 91 shares of the company and respondent No. 3 who is the daughter of respondent No. 1 held 73 shares and that they were pressurising respondent No. 4 to return their share capital. Ultimately respondent No. 2 who is the son of respondent No. 1 acting as constituted attorney of respondent No. 1 filed a windingup petition in the High Court of Gujarat on 4th March 1974 It so happened according to the petitioners that respondent No. 4 suffered a stroke of hemiplegia in March 1974 involving right half of his body and he was admitted to Sonal Hospital near Sharda Mandir Railway Crossing Subsequently he was transferred to Harivallabh Nursing Home and he was under the treating of respondent No. 2 son of respondent No. 1. After some time respondent No. 4 was transferred to Thakorlal Polio Clinic at Pritamnagar. It is the allegation of the petitioners respondent No. 4 is a relation of respondents Nos. 1 and 2 in that wife of respondent No. 4 is cousin sister being maternal uncles daughter of respondent Nos. 2 and 3 who in turn are brother and sister and that taking advantage of the impaired mental and physical condition of respondent No. 4 and using the family relation as lever respondents Nos. 1 2 3 and 9 got an irrevocable power of attorney executed by respondent No. 4 in favour of respondent No. 2 and one Mr. Naranbhai Rughnathdas Patel brother of respondent No. 8 and that this power of attorney conferred such power on the constituted attorneys as would enable them to get transferred the shares of respondent No. 4 which at the relevant time also included the shares of petitioners Mr. N. N. Vyas and Mr. A. R. Patel. Not only this but it is further alleged by the petitioners that respondents Nos. 1 2 and 3 procured the resignation of respondent No. 4 as also they got transferred the shares held by respondent No. 4 to respondents Nos. 3 and 8. The petitioners further allege that pursuant to this transfer the name of the petitioners Mr. A. R. Patel and Mr. 1 2 and 3 procured the resignation of respondent No. 4 as also they got transferred the shares held by respondent No. 4 to respondents Nos. 3 and 8. The petitioners further allege that pursuant to this transfer the name of the petitioners Mr. A. R. Patel and Mr. N. N. Vyas were removed from the companys register of members and it is in this background that the petitioners seek the relief under sec. 155 for rectification of the register of members alleging that the name of the petitioners as well as Mr. N. N. Vyas and Mr. A. R. Patel have been wrongly removed from the register of members. ( 5 ) THE petitioners also make an allegation complaining of misma nagement misapplication of the funds of the company and acts causing oppression to petitioners and those who consent to the petition as they are minority shareholders and seek relief under secs. 397 and 398 of the Companies Act. It is not necessary to set out those allegations at this stage. ( 6 ) SIMULTANEOUSLY petitioners also took out Judges Summons in Company Application No. 28 of 1975 for interim reliefs. ( 7 ) WHEN Company Petition No. 36 of 1975 came up for admission before J. B. Mehta J. a notice was ordered to be served upon the company the respondents and the Central Government. This was a notice prior to admission calling upon the parties to show cause why the petition should not be admitted. Simultaneously in Company Application No. 28 of 1975 notice was ordered to be issued to the respondents and the company and a very limited ex parte ad interim relief was granted. ( 8 ) THEREAFTER the petition came up for admission before me. Now I must confess that even though the petitioners have filed a composite petition seeking relief under sec. 155 and secs. 397 398 of the Companies Act it is surprising that the company was not initially joined as a party. Subsequently however a Judges Summons was taken out seeking permission to join not only the company but four others and that has been granted. However Respondent No. 8 appeared on behalf of the company and filed affidavit opposing the admission and granting of any interim relief. ( 9 ) MR. Subsequently however a Judges Summons was taken out seeking permission to join not only the company but four others and that has been granted. However Respondent No. 8 appeared on behalf of the company and filed affidavit opposing the admission and granting of any interim relief. ( 9 ) MR. G. N. Shah learned Advocate who appeared on behalf of the company seriously contended that a composite petition under sec. 155 and secs. 397 and 398 would not lie because relief under secs. 397 and 398 is available to a member of the company whose membership is not in dispute. It was alleged that the petitioners themselves admit for the present that their names are removed albeit wrongly from the register of members and that till the register is rectified the petitioners are not the members and they could not maintain the petition for relief under secs. 397 and 398 in view of the provisions contained in sec. 399 (1 ). ( 10 ) SEC. 41 (2) provides that every person other than the subscriber of the Memorandum of a Company who agrees in writing to become a member of a company and whose name is entered in its register of members shall be a member of the company. Sec. 399 (1) provides that the members shown in sub-clauses (d) and (b) of a company shall have a right to apply under secs. 397 and 398. Sec. 155 relevant for the purpose reads as under : 155 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. (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 whe ther 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. X X X ( 11 ) PRIMA facie reading these sections together it becomes clear that in order to acquire the status of a member of a company name of the person seeking to be a member must be entered in the register of members and only then he acquires the status of a member of a company. It is obligatory upon the company to maintain a register of its members. Now if a person claims to be a member of the company and either his name is not entered in the register or having been once entered in the register is without sufficient cause omitted therefrom then the person aggrieved or any member of the company or the company may apply to the Court for rectification of the register. Such an application can be made either by the person aggrieved or by any other member of the company or company itself for rectification of the register under sec. 155. In such an application the Court will have the power to 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 the members or alleged members or between members or alleged members on the one hand and the company on The other hand. And the Court will generally have power to decide any question which it is necessary or expedient to decide in connection with the application for rectification. And the Court will generally have power to decide any question which it is necessary or expedient to decide in connection with the application for rectification. Sec. 155 this provide a summary remedy to a person who complains that his name has not been entered or has been wrongly omitted. It also enables the member to complain and seek rectification in respect of the name either wrongly entered or wrongly omitted in respect of some other person. It is true that when complicated question of title arises it would be open to the Company Court to direct the parties to a civil suit to establish their title. But it would equally be open to the Court having jurisdiction under the Companies Act to decide the question of title to a share in order to ascertain whether the person claiming to be a member is in fact a member or not and whether his name has been rightly entered or wrongly omitted. But till the name is entered it could not be slid that he can enjoy the powers of a member conferred by the Companies Act on the members of a Company. ( 12 ) NOW sec. 399 (1) provides that member set out in clauses (a) and (b) of sub-sec. (1) thereof alone have a right to apply under secs. 397 and 398. Apart from qualifying number for eligibility to maintain a petition those who invoke Courts jurisdiction must indisputably be the members of the company and this is very natural because sec 397 (1) provides that any member of a company who complains that the affairs of a company are being conducted in a manner prejudicial to public interest or in any manner oppressive to any member or members may apply to the Court. One can thus complain of oppression or conduct prejudicial to public interest if he is a member of the company. Similarly see. 398 (1) provides that a member of a company complaining of things set out in the section may apply for relief to the Court and it is absolutely well settled that for relief under secs. 397 and 398 the oppression complained of must be in the capacity of members The language of secs. Similarly see. 398 (1) provides that a member of a company complaining of things set out in the section may apply for relief to the Court and it is absolutely well settled that for relief under secs. 397 and 398 the oppression complained of must be in the capacity of members The language of secs. 397 and 398 leaves no room for doubt that the oppression complained of must not only be complained of by a member of the company but oppression must be of some part of the members (including himself) in their capacity or his capacity as members or member of a company as such (vide In re. H. R. Harmer. Ltd. (1953) 3. A. E. R. 689 ). Therefore it is crystal clear that complaint must come forth from a member and it must be a complaint to be made to the Court by a member. The prerequisite for invoking jurisdiction under secs. 397 and 398 which has been statutorily provided for in sec. 399 (1v is that the complaint must come forth from a member. One has to be a member before he can complain of oppression as a member of the company. ( 13 ) NOW if the petitioners title to the membership is in dispute and he has to seek relief under sec. 155 for getting his name placed on the register of members to clothe himself with the rights of a member; it would be improper till that dispute is decided to permit such a person to maintain a petition under secs. 397 and 398. If the petitioners petition under sec. 155 fails obviously they cannot maintain a petition under secs. 397 and 398 because they are not members. Now it may be that in a given case the petitioners invoking Courts jurisdiction under secs. 397 and 398 are in a position to show that even though their names are not to be found in the register of members of the company yet they have such an indisputable and unchallengeable title to the membership of the company that Court may entertain a petition at their instance. But in the facts of this case the petitioners themselves admit that they themselves signed blank transfer forms pursuant to a certain understanding with the respondent No. 4 and that respondents Nos. But in the facts of this case the petitioners themselves admit that they themselves signed blank transfer forms pursuant to a certain understanding with the respondent No. 4 and that respondents Nos. 1 2 3 and 8 by a subterfuge have taken their shares from respondent No. 4. It is true that the share certificates are with the petitioners and their associates. But the fact remains that as the record stands today the shares of the petitioners and their associates were transferred from their names to the name of respondent No. 4 and respondent No. 4 in turn transferred the shares through his constituted attorney to respondents Nos. 3 and 8. Now the petitioners will have to satisfy the Court that they have not lost their membership despite the fact that their shares have been transferred to the name of respondent No. 4 in the first instance and then to the names of respondents Nos. 3 and 8. That question is yet to be decided. It would be therefore premature at this stage to admit the petition under secs. 397 and 398 at the instance of such petitioners. ( 14 ) BUT there are other handicaps in the way of the petitioners. Petitioners Nos. 1 and 3 are non-resident Indians and petitioners Nos. 2 and 4 are respectively wives of petitioners Nos. 1 and 3. It is not in dispute that they are non-resident Indians. Sec. 29 (4) (a) of the Foreign Exchange Regulation Act 1973 reads as under :29 Where at the commencement of this Act any person or company (including its branch) referred to in sub-sec. (1) holds any shares in India of any company referred to in clause (b) of that sub-section then such person or company (including its branch) shall not be entitled to continue to hold such shares unless before the expiry of a period of six months from such commencement or such further period as the Reserve Bank may allow in this behalf such person or company (including its branch) has made an application to the Reserve Bank in such form and containing such particulars as may be specified by the Reserve Bank for permission to continue to hold such shares. Now apart from anything else these petitioners who are non-resident Indians have been holding the shares in India of a company which is specifically covered by clause (a) of sub-sec. (1) of sec. Now apart from anything else these petitioners who are non-resident Indians have been holding the shares in India of a company which is specifically covered by clause (a) of sub-sec. (1) of sec. 29 and therefore they would not be entitled to continue to hold such shares unless before expiry of a period of six months from the commencement of the Act or such further period as the Reserve Bank may allow in this behalf to continue to hold such shares. Foreign Exchange Regulation Act 1973 came into force on 1-1-1974. Admittedly the period of six months has long since expired. It is true that the petitioners can ask for extension of time for making application under secs. 29 (4) (c ). That has still not been done. Now if they are non-resident Indians and if they have not been permitted to continue to hold the shares they would not be entitled to continue to hold such shares and if they are not entitled to hold those shares sub-clause (c) provides the consequence thereof namely the shares will have to be sold off as directed by the Reserve Bank. Incidentally in this connection sec. 47 (1) of the Foreign Exchange Regulation Act may be referred to which provides that no per on shall enter into any contract or agreement which would directly or indirectly evade or avoid in any way the operation of any provision of the Act or of any rule direction or order made thereunder. Therefore sale of shares by the petitioners to respondent No. 4 may prima facie appear to be of doubtful validity and accordingly respondents Nos. 3 and 8 who claim to have purchased the same from respondent No. 4 may not acquire any title over those shares. In any event the petitioners for the time being would not be entitled to enforce their rights qua the shares unless they obtain permission of the Reserve Bank because sub-sec. (2) of sec. 47 provides that it shall be an implied term of every contract that anything agreed to be done by any term of that contract which is prohibited to be done by or under any of the provisions of the Act except with the permission of the Central Government or the Reserve Bank shall not be done unless such permission is granted. And the permission is still not forthcoming. Undoubtedly Mr. And the permission is still not forthcoming. Undoubtedly Mr. B. R. Shall said that the effect of the provisions of the Foreign Exchange Regulation Act 1973 would be that the blank transfer forms executed by the petitioners in favour of respondent No. 4 would not clothe him with any title to the shares and therefore he would not be able to transfer valid title to respondents Nos. 1 3 and 8 in respect of the shares of the petitioners and that therefore according to Mr. B. R. Shah the petitioners would continue to hold these shares. It may be so but let it not be forgotten that the petitioners themselves being non-resident Indians they cannot continue to hold the shares without obtaining the permission of the Reserve Bank of India which they have till now not obtained as required by sec. 29 (4) (a) and that it would be a serious question to be decided whether they can enforce any right conferred by the shares their title to which is impaired because they have not obtained the permission. ( 15 ) IN this connection Mr. G. N. Shah referred to MAHENDRA KUMAR JAIN V. FEDERAL CHEMICAL WORKS LTD. AND OTHERS (1965) 35 COMP. CAS. 651 A petition under sec. 155 for rectification of register was not entertained on the ground that there were several disputed questions of fact requiring determination and that the remedy under sec. 155 being of a summary nature it could not be invoked and the petitioner should pursue his remedy in Civil Court. The contention is premature because after the admission of the petition in the case before the Allahabad High Court the respondents appeared and raised serious questions and the issues were framed and then the Court came to the conclusion that the disputed questions of fact cannot he tried in a summary procedure in an application for rectification of the membership register under sec. 155. The contesting respondents in the case before me have still not filed their affidavit and we do not know what contentions they propose to raise. Therefore this contention cannot be entertained at this stage. Another case relied upon was VED PRAKASH and OTHERS V. IRON TRADERS (PRIVATE) LTD. AND OTHERS (1961) 31 COMP. CAS. 122. In this case the right of the petitioners to file a petition under secs. Therefore this contention cannot be entertained at this stage. Another case relied upon was VED PRAKASH and OTHERS V. IRON TRADERS (PRIVATE) LTD. AND OTHERS (1961) 31 COMP. CAS. 122. In this case the right of the petitioners to file a petition under secs. 397 and 398 was questioned on the ground that the petitioners or some of them were not members of the company. Petition was dismissed because it was found as a fact that the petitioners application for rectification of register was already dismissed by the learned District Judge and the petitioners had not filed a suit to establish their title to the shares in question. Obviously if the petition for rectification of register was rejected those whose names were not to be found in the register could not be said to be members of the company and therefore they could not maintain a petition under secs. 397 and 398 of the Companies Act. But it does not mean that a composite petition would not lie. ( 16 ) INCIDENTALLY reference was also made to STADMED PRIVATE LIMITED AND OTHERS. KSHETRA MOHAN SAHA AND OTHERS (1969) 39 COMP. CAS. 741 wherein a composite petition under secs 397 398 and 403 was filed and the contention raised was that as petitioners were not members of the company they cannot maintain a petition under sec. 397 and sec. 398. Two petitioners Kshetra Mohan Saha and Satchidananda Sikdar approached the Court for reliefs under secs. 397 398 and 403. The respondents contested the petition alleging that as the petitioners were not the members of the company they were not entitled to maintain the petition. It was found as a fact that Satchidananda Sikdar had established his title to the shares in a civil suit filed by him though pursuant to the decree in the suit the register of members was not rectified by the company and that as the decree had become absolute it was held that Satchidananda could maintain the petition. In the case of Kshetra Mohan it was found that he had not paid the call on shares and therefore in view of the provision contained in sec. 399 (1) (a) he was not entitled to maintain the petition. In the case of Kshetra Mohan it was found that he had not paid the call on shares and therefore in view of the provision contained in sec. 399 (1) (a) he was not entitled to maintain the petition. The petition was dismissed on the ground that the number of shares held by the other eligible petitioners were not sufficient in number and value for maintaining the petition At any rate it becomes further clear from this decision that in order to maintain a petition under secs. 397 and 398 the petitioner has to be a member and if there is a serious dispute over the title of the petitioner to the shares on the strength of which he claims membership and if he filed petition under sec. 155 for rectification of the register of members where his title to the shares can be adjudicated upon it would be premature to permit him to maintain a petition under secs. 397 and 398 But this decision is not an authority for the proposition that a composite petition is not maintainable. ( 17 ) NOW one can conceivably envisage a case where there may not be a serious dispute as to the title of the petitioners to the shares of which he claims ownership and yet his name may not be found in the register of members and incidentally he is required to seek rectification of the register he would be perfectly justified in filing a composite petition under secs. 155 397 and 398. It is not that in all cases such composite petition is not maintainable but it would be for the Court to decide whether the petition should be rejected on the ground that it is a composite petition unworthy of examination or to admit the petition in part leaving open the question of admission of the remainder of the petition to a later date. 18 In Company Petition No. 6 of 1970 decided on 28th April 1971 a question arose whether a composite petition for winding up or in the alternative for appropriate relief under sec. 397 and 398 can be filed and whether it would be open to the Court to admit the petition in part. It was held that relief under secs. 397 and 398 is alternative to an order for windingups (vide SHANTI PRASAD JAIN V. KALINGA TUBES LIMITED (1965) 35 COMP. CAS. 351 ). 397 and 398 can be filed and whether it would be open to the Court to admit the petition in part. It was held that relief under secs. 397 and 398 is alternative to an order for windingups (vide SHANTI PRASAD JAIN V. KALINGA TUBES LIMITED (1965) 35 COMP. CAS. 351 ). In that case reference was also made to the Court practice set up by Chagla C. J. (as he then was) which reads as under :if a petition is presented to the Court let us say a petition which is a composite petition as in this case it would be open to the Court or to the Company Judge to dismiss it summarily and not to admit at all. That would apply both with regard to the prayer for winding up and with regard to the directions under sec. 397 and sec. 398. But the Court may not want to dismiss it summarily and the Court may want it to be admitted at least for the purpose of giving notice to the company so that the company should be heard. If the Company Judge takes that view at that stage then we will direct that not only a notice should be given to the company but also to the Central Government so that all difficulties with regard to sec. 400 would be obviated. It would also lead to this useful result that when the petition comes up before the Company Judge after it has been accepted not only the company will be before the Company Judge but also the Central Government. At that stage the learned Judge will give such directions as he thinks proper. With regard to winding up is he wishes to go further into the matter he would have the petition advertised as required under the High Court Rules. If on the other hand he thinks that there is no case for winding up he may dispose of that part of the petition and with regard to secs. 397 and 398 he would give such directions as the Companies Act provides as we have just pointed out after hearing both the company and the central Government. I propose to follow this practice here too. ( 18 ) CONSIDERING all the aspects of the matter at this stage the petition so far as it seeks reliefs under sec. 397 and 398 he would give such directions as the Companies Act provides as we have just pointed out after hearing both the company and the central Government. I propose to follow this practice here too. ( 18 ) CONSIDERING all the aspects of the matter at this stage the petition so far as it seeks reliefs under sec. 155 should be admitted and the consideration of the petition for the purpose of Admission for reliefs under secs. 397 and 398 should be deferred to a later date and the petition to that extent need not be dismissed. The allegations made are grave and serious and if the petitioners are qualified to maintain the petition it would be necessary for the Court to examine these allegations. ( 19 ) ACCORDINGLY I direct that the petition should be admitted for the relief under sec. 155 and notice be issued to the respondents. Parties would be at liberty to move at a late stage for consideration whether the circumstances have come into existence which necessitate examining the question of admission or otherwise of petition for the reliefs under secs. 397 and 398. Order accordingly. DIRECTIONS on summons in Company Application No. 28 of 1975. This Company Application is for interim reliefs. Re. Relief (1 ). The petitioners seek inventory of the records of the company in possession and custody of respondents Nos. 1 2 3 5 and 9 and its Chartered Accountants the Officers servants and agents of the Company and request the Court to seize the record and take them into custody. But I think at this stage it is only necessary to make the complete inventory of the record of the Company in possession of any of the respondents as well as in possession of the company and for this purpose Mr. G. B. Mirani Chartered Accountant is appointed as Officer of the Court to make the inventory. Re. Relief (II) Alternative Relief as well as Relief (III ). They are not necessary at this stage and prayer in respect of each of them is rejected. Re. Relief (IV ). PRAYER for restraining respondents Nos. 7 and 8 to act as Directors of the Company is rejected but in order to keep supervision of the Court. Mr. Re. Relief (II) Alternative Relief as well as Relief (III ). They are not necessary at this stage and prayer in respect of each of them is rejected. Re. Relief (IV ). PRAYER for restraining respondents Nos. 7 and 8 to act as Directors of the Company is rejected but in order to keep supervision of the Court. Mr. Mirani Chartered Accountant is appointed as a Court Officer to attend all meetings of the Board of Directors and to take notes and to produce them before the Court. Re. Reliefs (V ). RESPONDENTS Nos. 3 and 8 are restrained from transferring 424 shares which they have acquired from respondent No. 4 and belonging to the petitioners respondent No. 6; Mr. N. N. Vyas and Mr. A. R. Patel without obtaining the prior permission of the Court. Re. Relief (VI ). RESPONDENTS are restrained from transferring the immoveable property of the company namely Vihar Cinema Theatre and the land on which it stands without obtaining the prior permission of the Court. Re. Relief (VII ). THE petitioners may move at proper time after inventory is exhibited in the record for inspection of the records. Re. Relief (VIII ). RESPONDENTS are restrained from returning the deposits standing in their own names or in the names of the wife of each of the respondent son of each of the respondent and any deposit over Rs. 5 0 without prior permission of the Court. Re Relief (IX ). The Company before appointing new Directors must seek orders of the Court. .