Judgment :- LAKSHMANAN, J. The petitioner has filed the above company petition under section 155 of the Companies Act, 1956 (Act 1 of 1956), with the following prayers : (a) to rectify the register of members of the first respondent company by deleting the name of the third respondent with regard to 775 shares standing in the name of the petitioner in the register of members ; (b) to enter the petitioner's name in respect of the said 775 equity shares in the register of members in the place of the third respondent ; and (c) to direct the respondents herein to pay the costs of the petition. The facts leading to the filing of this petition may be set out as follows : The first respondent is a private limited company incorporated under the provisions of the Companies Act, 1956, and has its registered office at No. 7-C, Alexandra Road, Tiruchirappalli. The second respondent is the wife of Mr. R. P. David Christian, Yercaud, Salem District. The third respondent is the son of Mr. R. P. David Christian. The authorised capital of the first respondent-company is Rs. 2, 00, 000 divided into 2, 000 equity shares of Rs. 100 each. The issued and subscribed capital is Rs. 1, 27, 500 divided into 1, 275 equity shares of Rs. 100 each. The main objects of the company are to carry on business as stage carriage operators and such other types of business as are set forth in its memorandum of association. The petitioner is a shareholder of the first respondent-company holding 775 equity shares. The balance of 500 equity shares are held by Mrs. R. P. David, the second respondent herein. The first respondent-company has only two members, the petitioner herein and the second respondent. The petitioner and the second respondent are the only directors of the first respondent-company. The petitioner has also been designated as the managing director of the company. According to the petitioner, her husband, Swaminathan, and the second respondent's husband, David, who are brothers have acquired all the shares from the then members of the company. Though the petitioner was named the managing director of the company, R. P. David, the husband of the second respondent, has been attending to the affairs of the company in view of the close relationship and the confidence reposed by the petitioner in him. Though the petitioner was named the managing director of the company, R. P. David, the husband of the second respondent, has been attending to the affairs of the company in view of the close relationship and the confidence reposed by the petitioner in him. The registers, books and other records of the company are maintained at Thiruchirappalli in the registered office of the first respondent company. They are in the custody of the second respondent, Mrs. R. P. David, and her husband, Mr. R. P. David. The certificates covering 775 shares belonging to the petitioner were also left at the registered office of the company. The petitioner has further stated that certain misunderstandings have arisen between the petitioner's husband, N. Swaminathan, and his brother, R. P. David, husband of the second respondent, regarding division of the properties belonging to the late Sathianathan, the father of R. P. David and N. Swaminathan. The petitioner submits that, taking advantage of their physical custody of the books and records of the company, R. P. David and the second respondent have purported to record proceedings in relation to the first respondent-company altogether excluding the petitioner from membership of the board and its general body. Ever since the disputes had arisen between the petitioner's husband and R. P. David, the petitioner has had no access to the books and records of the first respondent-company. The petitioner came to know about the various false and fictitious records which have been created by the second respondent and her husband, R. P. David, in an attempt to take complete control of the first respondent-company and totally exclude the petitioner from having anything to do with the affairs of the first respondent-company. From the inspection of the records of the Registrar of Companies, the petitioner came to know that the second respondent filed an annual return of the first respondent-company on December 21, 1978, showing that the petitioner ceased to be a director and that the petitioner had transferred 775 shares to Asha John Divyanathan, the third respondent, who is the son of the second respondent and R. P. David. The said transfer is purported to have been effected on March 2, 1978. The said transfer is purported to have been effected on March 2, 1978. According to the petitioner, she never executed any deed of transfer of her shareholding in the first respondent-company to the said Asha John Divyanathan, the third respondent, or any one else nor was there any board meeting on March 2, 1978, or on any other date, approving any such transfer. According to the petitioner, she should have had notice of the meeting if any such meeting had been convened. The petitioner being the managing director never convened any such meeting either on March 2, 1978, or on any other date. No such meeting could have taken place since the board of the first respondent-company comprises only two directors, being the petitioner and the second respondent and the petitioner never attended any meeting of the board. Thus, the petitioner has stated that respondents Nos. 2 and 3, in collusion with R. P. David, have contravened the provisions of section 108 of the Companies Act and illegally and unauthorisedly altered the statutory records of the company like the register of members by deleting the petitioner's name therefrom and substituting the name of the third respondent herein. According to the petitioner, from the records of the Registrar of Companies, it is found that the second respondent herein purported to have filed a return in Form 32 on December 21, 1978. The said form purports to disclose the co-option of Asha John Divyanathan, the third respondent, as the director of the first respondent company on March 15, 1978, and also purports to intimate that the petitioner ceased to be a director with effect from March 20, 1978. The said form also discloses that the second respondent was purported to have been appointed managing director of the first respondent-company with effect from March 20, 1978. According to the petitioner, the above statements referred to in Form No. 32 are false and are false to the knowledge of the persons who have made the return. No meeting of the board of directors of the first respondent-company was held on March 15, 1978, or on March 20, 1978, or on any other date. The petitioner never had any knowledge of such meeting or attended such a meeting. The petitioner further states that the third respondent was never appointed as a director of the company. No meeting of the board of directors of the first respondent-company was held on March 15, 1978, or on March 20, 1978, or on any other date. The petitioner never had any knowledge of such meeting or attended such a meeting. The petitioner further states that the third respondent was never appointed as a director of the company. The petitioner has every reason to believe that, after disputes had arisen between the parties, false entries have been caused to be made by the second respondent and R. P. David in the books and records of the first respondent-company taking advantage of the fact that the books and records of the company are in their custody.The deletion of the petitioner's name as a shareholder from the register of members is without sufficient cause. The inclusion of the third respondent's name in the register of members is also without sufficient cause. The petitioner has not transferred any shares to the third respondent. There was no meeting of the board at which the alleged transfer could have been put through. The petitioner filed a criminal complaint on October 9, 1980, against the second and third respondents and Mr. R. P. David for offences under sections 120B, 379, 403, 467 and 471 of the Indian Penal Code, and sought for seizure of the minutes, share transfer application forms and other statutory books which are ordinarily to be kept at the registered office of the company. The Sub-Inspector of Police submitted his report to the Judicial First Class Magistrate, Tiruchirappalli, to the effect that he conducted a search in the premises No. 7-C Alexandra Road, Cantonment, Tiruchirappalli, where the registered office of the company is situate and that no documents were available and, therefore, could not be produced. He also conducted a search in the residential premises of respondents Nos. 2 and 3 at Yercaud where also no records were found. According to the petitioner, this would clearly establish that respondents Nos. 2 and 3, in collusion with R. P. David, removed the records from the registered office where they are required to be kept and manipulated the same and caused certain returns to be filed with the Registrar of Companies knowing the same to be false thereby showing that the petitioner has ceased to be a director and managing director of the company. Respondents Nos. 1 to 3 filed a common counter-statement. Respondents Nos. 1 to 3 filed a common counter-statement. The counter-statement was signed by Mrs. R. P. David and her son, Asha John Divyanathan. They denied that the petitioner is a shareholder of the company on the date of the petition. The petitioner is not a member of the company nor a shareholder. Neither is she a director. The allegation that R. P. David acted unilaterally is not correct. The petitioner's husband was consulted and associated with every act, deed and things of the affairs of the company. The books and other records of the company were always with the managing director of the company and they were kept in the registered office and are open to inspection by all persons who have a legal right to inspect them. They denied that the share certificates relating to 775 shares were left at the registered office. The reference to the alleged misunderstanding between R. P. David and Swaminathan in regard to the division of the father's property implying a motive for recording alleged purported proceedings as set out in para 5 of the petition has been put forth out of context and has been made with an ulterior object to lend colour to an unsustainable claim. The transactions effected and recorded in the books and registers of the company on March 2, 1977, are true and correct. The allegation that there was no board meeting on March 2, 1977, is denied as false. The statement that no such meeting could have taken place since the board consists of only two members and the petitioner did not attend any such board meeting is also denied as devoid of truth. The allegation that the second and third respondents have illegally and unauthorisedly altered the records of the company like register of members by deleting the petitioner's name therefrom and substituting the name of the third respondent is motivated and false. The statements made in the return in Form No. 32 are true and correct and made in the normal course of business of the company. The allegations that such statement of facts is incorrect and that no meeting of the board of directors took place on March 2, 1977, are self-serving and false statements. The allegation that the deletion of the petitioner's name from the register of members is without sufficient cause is incorrect and unsustainable. The allegations that such statement of facts is incorrect and that no meeting of the board of directors took place on March 2, 1977, are self-serving and false statements. The allegation that the deletion of the petitioner's name from the register of members is without sufficient cause is incorrect and unsustainable. The inclusion of the third respondent's name in the register of members is in order, correct and valid in law. The further allegation that the transfer of shares is contrary to section 108 is not correct. It is significant that the petitioner has not stated in what way section 108 of the Companies Act is contravened. It is totally incorrect and wholly, unsustainable in law to say that the petitioner has any right or title to continue to be a member of the company and to have the register rectified. The petitioner is not acting on her own. She has been set up by her husband, Swaminathan, who has been estranged on account of the disputes in domestic matters. She filed a private complaint in C. C. No. 1153 of 1980 on the file of the Judicial First Class Magistrate, Trichy, on October 5, 1980. The complaint relates to the same subject-matter as in this petition. After filing the complaint, she had not shown any inclination to prosecute the case. Instead, she has been filing other proceedings to fish out information. One such proceeding is the present company petition. In the circumstances, the second respondent reserves her right to controvert the allegations mentioned in paragraph 5 and including those relating to share certificate and transfer of shares by filing, an additional counter.The petitioner filed a reply statement dated December 1, 1983. She denied the various averments contained in the counter-statement. According to her, the allegations contained in the counter-statement are not sustainable either in law or on facts. I have carefully gone through the entire pleadings, the voluminous oral evidence and the documentary evidence filed by both parties. I have also heard the elaborate arguments of Mr. T. Ragavan, senior advocate, appearing on behalf of the petitioner and Mr. K. Alagiriswamy, senior counsel, appearing on behalf of the respondents. I have given my anxious and deep consideration to the respective contentions raised by counsel on either side. I have also heard the elaborate arguments of Mr. T. Ragavan, senior advocate, appearing on behalf of the petitioner and Mr. K. Alagiriswamy, senior counsel, appearing on behalf of the respondents. I have given my anxious and deep consideration to the respective contentions raised by counsel on either side. Before I proceed to deal with the various contentions raised, it is necessary for me to deal with the contention raised by Mr. K. Alagiriswamy, senior advocate, counsel for the respondents, that the proceedings under section 155 of the Act are summary and discretionary in nature and, therefore, this court should not exercise its discretion in favour of the petitioner. It is the further contention of learned counsel that the proceedings under section 155 is summary in character and that there is no need for this court to delve deep into the facts of the case and analyse the same and record findings on the basis of such facts. I express my inability to sustain the plea of Mr. K. Alagiriswami that the proceedings under section 155 are summary and discretionary and that the facts of the present case do not warrant the exercise of my discretion in favour of the petitioner. The scope and ambit of proceedings under section 155 have come up for judicial consideration of this court and also other High Courts as well as the apex court. There is no need for me to refer in detail to all the pronouncements except to refer to the decisions in Shri Gulabrai Kalidas Naik v. Laxmidas Lallubhai Patel of Baroda and Public Passenger Service Ltd. v. M. K. Khadar, which were followed by the Kerala High Court in Mathew Michael v. Teekoy Rubbers (India) Ltd. and affirmed by a Bench of that court in Mathew Michael v. Tekoy (India) Ltd. and Indian Chemical Products Ltd. v. State of Orissa. In Indian Chemicals Products Ltd. v. State of Orissa it has been held by the Supreme Court as follows : "The jurisdiction created by section 38 is very beneficial and should be liberally exercised." In Public Passenger Service Ltd. v. M. K. Khadar, it was held that if, by reason of complexity or otherwise, the matter can more conveniently be decided in a suit, the court may refuse the relief under section 155 in exercise of its discretionary jurisdiction and relegate the parties to a suit. It is necessary to observe that the Supreme Court has not stated that if the dispute involves questions of law and fact, the company court should have no jurisdiction. The Supreme Court has only stated that it would be open to the company court to refuse the relief under section 155 of the Act if the matter could be more conveniently tried in a suit. In Shri Gulabrai Kalidas Naik v. Shri Laxmidas Lallubhai Patel of Baroda, one of the questions that was posed before the learned judge for decision was whether the company court would entertain a petition for relief under section 155 of the Companies Act if it involved disputes on questions of fact. It will be sufficient to set out the headnote which is as follows : "There is nothing in the language of section 155 of the Companies Act, 1956, which even remotely suggests that the jurisdiction conferred on the court is of a summary nature and that it precludes a full inquiry in respect of the title to shares. On the other hand, sub-section (3) of section 155 gives discretion to the court, 'to decide any question which it is necessary or expedient to decide in connection with the application for rectification'. This expression is wider in amplitude than the well known expression 'questions which are ancillary or incidental to the main question'. The jurisdiction conferred by section 155(3) is a comprehensive jurisdiction which enables the court in an application under section 155 to examine all questions, complex, intricate or otherwise, relating to the title to shares, and further enlarges the jurisdiction of the court set up under the Companies Act to decide all those questions which the court considers necessary or expedient to decide in connection with the application for rectification. In other words, when an application for rectification of the register of shareholders is made, it would be open to the court, while considering the main relief, to decide all questions that may arise in such an application on rival contentions. In other words, when an application for rectification of the register of shareholders is made, it would be open to the court, while considering the main relief, to decide all questions that may arise in such an application on rival contentions. To illustrate, if a petitioner asserts his title to the shares and the respondent contends that the title was acquired by a forged document, forgery would be put in issue and it would be necessary to decide the issue of forgery before the main prayer for rectification of register can be granted.Section 155(3) is in pari materia with section 116(3) of the U. K. Companies Act, 1948. But, in England, under the relevant rules under section 116, an application for rectification of the share register has to be made by originating summons or originating petition, while in India it has to be made by way of a petition. A petition is more or less analogous to a suit. This procedural distinction must be borne in mind while examining English decisions. Under the Indian Companies Act, 1913, power was conferred on various High Courts to make their own rules for regulating the practice and procedure in matters arising under that Act. The Bombay High Court made rules under that Act which remained in force until they were displaced by rules made by the Supreme Court which came into force on October 1, 1959. This aspect has to be taken into consideration while appreciating the ratio of some of the decisions of the Bombay High Court which held that the jurisdiction under section 155 is of a summary nature." The learned judge, Desai J. (as he then was) has arrived at the conclusion which he did on a lucid analysis, after a careful study, if I may say so with great respect, of the relevant sections and rules under the English Companies Act 1948 and the Companies Act, 1956, and the relevant decisions on the question. Desai, J. has also considered the decision of the Supreme Court in Public Passenger Service Ltd. v. M. A. Khadar, and held that the question of jurisdiction of the court under section 155 of the Act was not canvassed before the Supreme Court and that the Supreme Court did not decide that when complicated questions of fact and law are to be raised under section 155 of the Act, the court would become functus officio. The learned judge further observed as follows (page 456 of 48 Comp Cas) :Therefore, both on principle and on authority, it becomes crystal clear that a petition under section 155 cannot straightaway be disposed of by merely saying that as complex and complicated questions of title are raised, the matter ought to be decided by way of a suit and the party ought to be relegated to a suit. At best, it can be said that the question is addressed to the discretion of the court and, if the court exercises discretion one way, namely, to undertake to hear the petitions, its decision cannot said to be one without jurisdiction. The Companies Act, 1956, is a very comprehensive statute. It is possibly one of the lengthiest statutes. There are as many as 658 sections. It has created certain rights. It creates a special machinery for enforcement of these rights and resolution of disputes arising in respect of rights under the Act. Membership of a company confers right and right is created by the Companies Act. To exercise the right, evidence of membership is necessary and the Act casts an obligation to maintain a register of members. These provisions comprehend a possible dispute. The Act creates a machinery and forum for resolution of disputes. If such be the comprehensive legislation and if the dispute involves interpretation of some of the provisions of the Companies Act, when a right to shares is asserted and denied, it would be rather inappropriate to say that a civil judge who is ordinarily not called upon in his work-a-day life to deal with the provisions of the Companies Act to deal with and decide it. Therefore, in my opinion, even complex and complicated questions of title can be appropriately examined in a petition for rectification made under section 155 of the Companies Act. Therefore, in my opinion, even complex and complicated questions of title can be appropriately examined in a petition for rectification made under section 155 of the Companies Act. In Mathew Michael v. Teekoy Rubbers (India) Ltd., the Kerala High Court has held as follows : "Though the company court in India is empowered under section 155 of the Companies Act, 1956, to decide 'any question which it is necessary or expedient to decide in connection with the application for rectification' and the jurisdiction conferred is wide and comprehensive not being a summary one, courts have been reluctant to interfere with the decision of the directors in the matter of registering transfers, where the articles of association confer on them an absolute discretion, which is always presumed to have been exercised bona fide. Unless the articles otherwise provide, the directors are not bound to disclose their reasons, and the presumption would be displaced when a petitioner positively proves that the power has been used without bona fides and the directors have acted 'oppressively, capriciously or corruptly or in some way mala fide'." The above pronouncements lend full support to my view that even complicated and complex questions of title can be appropriately examined in a petition for rectification made under section 155 of the Act. In my considered view, there is no limitation on the powers of this court in regard to the manner in which the power has to be exercised under section 155(3) of the Act. The amplitude of the power under section 155(3) has to be considered with reference to the Companies (Court) Rules framed by the Supreme Court of India and in particular rules 10, 11 and 12 are apposite. Section 155 of the Act of 1956, and rule 10 reads as follows : "Power of court to rectify register of members.--(1) 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. (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, whether 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." Sub-section (3) of section 155 of the Act gives unlimited jurisdiction to the court as to the rectification of the register of members. There are no words of limitation for the exercise of the jurisdiction by this court in sub-section (3). Under sub-section (3), jurisdiction is conferred on "the court." The word "court" has been defined thus : "the court" means, -- "(a) with respect to any matter relating to a company (other than any offence against this Act), the court having jurisdiction under this Act with respect to that matter relating to that company, as provided in section 10 ;" Therefore, section 155(3)(a) of the Act confers jurisdiction on the company court 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 members or alleged members, or between members or alleged members on the one hand and the company on the other hand. Section 155(3)(b) of the Act confers further powers on the court generally to decide any question which is necessary or expedient to decide in connection with the application for rectification. Thus, section 155(3)(a) and (b) confers powers of great amplitude on the company court to decide all questions which the court considers necessary or even expedient to decide in an application for rectification of share register. Thus, section 155(3)(a) and (b) confers powers of great amplitude on the company court to decide all questions which the court considers necessary or even expedient to decide in an application for rectification of share register. There is nothing in the section which debars the court from deciding 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. If the contention that, when complicated questions of fact and law arise, the court should decline to consider any application filed under section 155 of the Act on its merits has to be upheld, the jurisdiction of the court can be ousted by conduct of parties by setting up unnecessary pleas and stating that the matter involved complicated questions of law and fact. The result of such a situation will be that the wide powers that have been conferred on the company court under section 155 of the Act will be rendered purposeless and nugatory and the very object of introducing a section like 155 will be defeated.That the powers of the court under section 155(3) of the Act are of wide amplitude can be seen by a reference to the Companies (Court) Rules, 1959, framed by the Supreme Court of India, which came into force on October 1, 1959. Rules 10, 11 and 12 read as follows : "10. Applications how made.--Unless otherwise provided by these rules or permitted by the judge, all applications under the Act shall be made by a person or by a judge's summons as hereinafter provided. 11. (a) Petitions.--The following applications shall be made by petition :--... (6) Applications under section 155 for rectification of the register of members.... (23) (b) Judge's summons.--All other applications under the Act or under these rules shall be made by a judge's summons, returnable to the judge sitting in court or in chambers as hereinafter provided. 12. Matters to be heard in open court and in chambers.--(a) The following matters shall be heard in open courts :-- (1) Petitions... (23) (b) Judge's summons.--All other applications under the Act or under these rules shall be made by a judge's summons, returnable to the judge sitting in court or in chambers as hereinafter provided. 12. Matters to be heard in open court and in chambers.--(a) The following matters shall be heard in open courts :-- (1) Petitions... (18) (b) Every other matter or application may be heard and determined in chambers provided that the Judge may adjourn any such matter into court." Therefore, a distinction is clearly made in the Companies (Court) Rules, 1959, between matters which had to be heard by petitions and matters which had to be disposed of by way of an application in the form of judge's summons. This itself would clinchingly show that a petition under section 155 of the Act has to be instituted by way of original proceedings. There is nothing in the section or in the rules which prevents the parties to the application from adducing oral or documentary evidence. Neither section 155(3) nor the Rules enact that if any complicated question of fact or law had to be decided, the company court should refer the parties to a civil suit.These rules, in my opinion, make a distinction between matters which are to be heard by petitions and matters which are to be disposed of by way of an application in the form of judge's summons. A petition under section 155 of the Act has to be instituted by way of original proceedings. Neither the provisions of the Act nor the rules provided thereunder impose any embargo on the parties to the application from adducing oral or documentary evidence. There is nothing in section 155(3) or under the rules to suggest that, if complicated questions of fact or law require to be decided, the company court should throw up its hands in despair and direct the parties to resort to ordinary civil courts. The legislative history behind section 155(3) would also be a relevant factor. Section 38(3) of the Indian Companies Act, 1913, is in pari materia with section 155(3) of the Companies Act, 1956. The legislative history behind section 155(3) would also be a relevant factor. Section 38(3) of the Indian Companies Act, 1913, is in pari materia with section 155(3) of the Companies Act, 1956. But the proviso to section 38 of the Act of 1913 is as follows : "Provided that the court may direct an issue to be tried in which any question of law may be raised ; and an appeal from the decision on such an issue shall lie in the manner directed by the Code of Civil Procedure, 1908, on the grounds mentioned in section 100 of that Code." Rules 11, 11(23)(b), 12 of the Companies (Court) Rules, 1959, run as follows : "11(a) The following applications shall be made by petition." In rule 12, applications under various sections are mentioned. It is significant that the application under section 38 of the Act of 1913 is omitted from the list of applications which have to be preferred by way of original petitions. Rule 11(23)(b).--All the other applications arising under the Act shall be made by a judge's summons. It is very significant to note that an application under section 38 of the 1913 Act is omitted from the list of applications which have to be preferred by way of original petitions. Rule 11(23)(b) provides that all other applications arising under the Act shall be made by judge's summons. Thus, it is evident that a rectification application under section 38 has to be filed by judge's summons and not by original petitions. A departure has been made under the Companies Act, 1956, and the Rules made thereunder. Under the Act of 1956, the application under section 155 has to be made by way of an original petition. Hence, in my view, the Legislature has not fettered the powers of the court under section 155 and it being a beneficial provision, the power of the court should be liberally exercised. Therefore, I reject the contention. The Companies (Amendment) Act, 1988 (section 111) reads as follows : "The Amendment Act of 1988 has assimilated the provisions of sections 111 and 155 and conferred the powers of the court under section 155 on the Company Law Board statutorily, as also the powers of the Central Government under section 111." The amendment was introduced to the Companies (Amendment) Act, 1988, which came into force on May 31, 1991. The scope of the section is given as follows : "A company when it refuses to register a transfer, or transmission by operation of law, of the right to any shares in, or debentures thereof, is required to send notice of refusal to the transferee and the transferor or the person giving intimation of transmission, within two months from the date on which the transfer deed or the intimation of transmission is delivered to the company. The company is also now required to give reasons for such refusal, vide sub-section (1). An aggrieved person, being the transferor or transferee or any other person, may apply to the Company Law Board under sub-section (2) or (4) against refusal or for rectification of the register of members, if his name is entered in the register without sufficient cause, or for omission of his name from the register or default in making an entry of his name in the register. An appeal may be filed within two months of the receipt of notice of refusal or within four months from the date of lodgment of the transfer application in case no notice has been sent by the company. There is no limitation period provided for making an application for rectification of the register of members under sub-section (4). For default in registration of the transfer within two months or for not giving reasons for refusal, as provided in sub-section (1), the offence is punishable under sub-section (12). The Company Law Board is empowered to award damages sustained by the aggrieved party and pass interim orders or an injunction or stay regarding payment of dividend, allotment of bonus or right shares. The Board may decide any question relating to the title of the parties and direct registration of transfers. No petition can be filed in respect of a private company which, by its articles, has imposed restrictions against the right to transfer its shares (vide sub-section (13)). However, a petition lies under the section in case of refusal by a private company, which is not a subsidiary of a public company where shares, etc., have been transmitted by sale held by a court or other public authority. (vide sub-section (11)).Earlier, the appellate power was vested with the Central Government and now the power has been statutorily conferred on the Company Law Board. (vide sub-section (11)).Earlier, the appellate power was vested with the Central Government and now the power has been statutorily conferred on the Company Law Board. The Board can now decide any question relating to the title of any person under sub-section (7) ; this power was earlier vested with the court under section 155. Since the Board is now exercising judicial and quasi-judicial functions, the proceedings are no more confidential as earlier provided in sub-section (3), now omitted by the Amendment Act of 1988. Now, the parties cannot claim confidentiality in these proceedings. The Board was earlier required to give notice to the transferor and the transferee under the then sub-section (5). Sub-section (5) now provides for hearing the parties and the Board is not obliged to issue notice of hearing also to the transferor, unless the petition has been filed by him ; the Board is required to give hearing to the company and the aggrieved party who may be either the transferor or the transferee. It may, however, be noted that rule 5 of the Companies (Appeal to the Central Government) Rules, 1975, provides for notice to the transferor also. These rules will continue to apply so long as the Company Law Board does not frame its own rules of procedure to regulate the proceedings under section 111. Under sub-section (6), the Board has been empowered to pass interim orders, including any order of injunction or stay and other interlocutory orders, regarding payment of dividend or allotment of bonus or right shares during the pendency of the appeal. It may be noted that, under section 206A, inserted by the Amendment Act of 1988, provision has been made for transfer of dividend to a special account and for keeping in abeyance any offer of right shares and any issue of bonus shares, in respect of any instrument of transfer lodged with the company." The reliance placed by Mr. K. Alagirisamy on the judgments of our High Court in Cuddalore Construction Company Ltd., In re (Ramaprasada Rao J. as he then was) and the judgment of the Karnataka High Court in Muniyamma v. Arathi Cine Enterprises P. Ltd. (Shivashankar Bhat J.) do not lay down any principle that, in appropriate cases, this court should not exercise its discretionary jurisdiction to decide even complicated and complex questions of law or fact. It may be that, in the case of Cuddalore Construction Co. Ltd., In re, our High Court refused to exercise its jurisdiction on the ground that the applications were filed after inordinate and unexplained delay. So also the Karnataka High Court declined to exercise its jurisdiction because of the conduct of the petitioners therein. The ruling of the Gujarat High Court in Gulabrai Kalidas Naik v. Laxmidas Lallubhai Patel of Baroda, has been preferred by a Division Bench of the Kerala High Court in Antony (K. P.) v. Thandiyode Plantations P. Ltd. Therefore, the aforesaid two judgments cited by Mr. K. Alagiriswami do not lend any support to the wide and sweeping proposition that powers under section 155 are summary in nature. Even assuming that the jurisdiction under section 155 is discretionary, such discretion should be exercised in favour of the petitioner, because of the fact that parties have, on trial, elaborately let in voluminous evidence. The matter has been pending in court for more than a decade. The parties are closely related. Hence, on the facts of this case and in the interest of justice and the issues involved, this court has to exercise its discretion in favour of the petitioner without driving the parties to the agony of continuing the litigation before some other forum. The contentions that the petitioner is guilty of delay has been raised only at the Bar and not in the pleadings. Hence, I do not propose to entertain the plea urged on behalf of the respondents.At this stage, it is necessary to refer to the following contentions raised by Mr. T. Raghavan, learned senior advocate, ably assisted by Mr. A. K. Mayilswamy, advocate for the petitioner. (a) That the respondents have not produced the share transfer form and the share certificates alleged to have been transferred in favour of the third respondent. (b) That the evidence of R. W. 1 (R3) that the share certificates and the members' register were missing is too artificial and cannot be believed. At any rate, R-3 should have produced the reconstructed records. (b) That the evidence of R. W. 1 (R3) that the share certificates and the members' register were missing is too artificial and cannot be believed. At any rate, R-3 should have produced the reconstructed records. (c) That the resolution of the board of directors meeting of March 2, 1977, approving the transfer was not there originally and the words "passed unanimously" which were there originally had been erased and the resolution for transfer of shares belonging to the petitioner was subsequently introduced and, therefore, no reliance can be placed on such a resolution. (d) That the best person to speak about the resolution of March 2, 1977, is the second respondent and she had deliberately kept herself away from the witness box ; and (e) that there is violation of the mandatory provisions of section 108 of the Act. In order to appreciate the above contentions, it is necessary for me to refer to certain salient features of the case. Admittedly, the first respondent is a private limited company the shareholding in which is held by the petitioner and the second respondent who are closely related to each other. The case of the petitioner is that she never transferred 775 shares to the third respondent who is none else than the son of the second respondent. Further, according to the petitioner, she never executed any deed of transfer in the first respondent company to the third respondent or any one else. Even the meeting said to have been held on March 2, 1977, wherein the said transfer of share is claimed to have been approved was neither convened nor held. It is specifically averred in para 5 of the petition that the registers and records of the company are maintained at Trichy at the registered office of the company and they are in the custody of the second respondent and her husband, R. P. David, and that certificates covering 775 shares belonging to the petitioners were also left at the registered office of the company. The respondents who have filed a common counter-statement have specifically reserved their right to controvert the allegations raised in para 5 of the petition including those relating to those share certificates and transfer of shares by filing an additional counter.It is significant to notice that the respondents have not filed any additional counter. The respondents who have filed a common counter-statement have specifically reserved their right to controvert the allegations raised in para 5 of the petition including those relating to those share certificates and transfer of shares by filing an additional counter.It is significant to notice that the respondents have not filed any additional counter. It is the case of the respondents that the petitioner had transferred her entire holding in favour of the third respondent. Therefore, in my opinion, the onus of proof is on the respondents that there was transfer of shares by the petitioner of all her shareholding in favour of the third respondent. The petitioner who examined herself as P.W.-1 had stated in unmistakable terms that she did not sign any document for effecting the sale of her shares to any one. During her cross-examination, she had categorically stated that she did not transfer her entire shareholding to the third respondent voluntarily and that she was not a party to the resolution passed on March 2, 1977, for approving the share transfer. R. W-1 who is the third respondent in the petition had stated that he became a shareholder of the company on March 2, 1977. According to him, his father told him during February, 1977, that he should take over the shares of the company and his father gave a format which was signed by the petitioner. After signing the format, according to R. W.-1, it was handed over to his father. It is the claim of R.W.-1 that he was holding 775 shares thereafter. There is no iota of evidence to show as to how and when the petitioner transferred her entire shareholding to the third respondent. No details are forthcoming as to the amount of consideration paid by the third respondent and as to how and when such consideration was paid. For reasons best known to him, the second respondent who has been the shareholder all along and the managing director of the company and who alone is competent to speak about the alleged transfer of shares has kept herself out and did not enter the witness box.The onus is on the respondents to establish that the petitioner transferred the entirety of her equity shareholding in favour of the third respondent. Hence, I find that the respondents have miserably failed to discharge the burden cast on their shoulders and failed to establish that the shares were transferred by the petitioner. On going through the entirety of the evidence, this court is left with the indelible view that the respondents, taking advantage of their being at the helm of affairs and in the custody of records, have manipulated the exhibit R-20. Even to a naked eye, it is visible that the resolution with regard to the alleged transfer of shares has been introduced subsequently. The words "passed unanimously" below the resolution has been erased and the resolution has been introduced and written. It is useful to extract exhibit R-20 here. "Proceedings of the meeting of the directors of the company held at the registered office of the company on Wednesday the 2nd March, 1977, at 11 a.m. Mrs. E. V. Swaminathan presided. The minutes of the previous meeting were read and approved. It is hereby resolved to transfer route No. 86" Srirangam to Kalakurichi along with bus No. TNS 5553 plying on the route to Mr. Asha John Divyanathan. Passed unanimously. It is hereby resolved to apply to the transport authorities for the early transfer of the above. It is hereby resolved to transfer 775 shares from Mrs. E. V. Swaminathan to Asa John Divyanathan. Passed unanimiously. With a vote of thanks, the meeting terminated. (Sd.) Mrs. R. P. David Mrs. E. V. Swaminathan Director. Chairman. As seen above, the words "passed unanimously"(underlined) are written as part of the resolution itself for want of space. When I compare various other resolutions contained in exhibit R-1, it is clear that each of the resolutions is extracted and in the next line it is written "passed unanimously".Hence, in my view, the resolution relating to transfer of shares and the words "passed unanimously" have been introduced subsequently with a view to buttress the claim of the third respondent. Even the colour of the ink used for writing the impugned resolution pertaining to transfer of shares is different from other resolutions said to have been passed on the very same day. I also satisfied myself about the erasure by using the magnifying glass in the court in the presence of respective lawyers on either side. Even the colour of the ink used for writing the impugned resolution pertaining to transfer of shares is different from other resolutions said to have been passed on the very same day. I also satisfied myself about the erasure by using the magnifying glass in the court in the presence of respective lawyers on either side. R. W. 1 who is categorical in his claim that the petitioner sold the shares has not only failed to say about the consideration paid and as to the quantum of such consideration but also failed to produce the share certificates, register of members and other records. When questioned for the first time, he comes forward with a case that the aforesaid documents and records of the company were missing in 1986, including some of the records of his father and mother. The explanation given by R. W.-1 with regard to the loss of these vital documents and the non-production of the so called reconstructed documents does not merit any acceptance. With regard to the loss of the document, R. W.-1 claims to have only spoken to the inspector concerned whose name he does not remember. No written complaint was admittedly made. Even the income-tax return in which he claims to have included has not been produced. According to him, he did not know the amount of consideration paid and the same was paid by his father. Therefore, I come to the conclusion that the respondents have miserably failed to prove their claim that the petitioner transferred all her shareholding in the first respondent-company to the third respondent and that the third respondent is legally entitled to hold the said shares. I reject the case of the respondents as the evidence tendered is totally unacceptable.Coming to the next argument of Mr. K. Alagiriswamy that the provisions of sections 193 to 195 would be attracted and, therefore, presumption is to be drawn with regard to the minutes of the meeting held on March 2, 1977, I find that it cannot be accepted because the presumption will arise only for minutes which are properly and duly recorded and maintained in the regular course of business. I have already given my reasons as to the erasures and additions contained in exhibit R-20. Hence, I find that the presumption available under sections 194 and 195 cannot be invoked. I have already given my reasons as to the erasures and additions contained in exhibit R-20. Hence, I find that the presumption available under sections 194 and 195 cannot be invoked. The petitioners have proved that the minutes with regard to the transfer of shares are interpolated. The next contention raised by Mr. Raghavan is that the provisions of section 108 of the Act have not been complied with and, therefore, the so-called transfer by the petitioner in favour of the third respondent cannot be registered. In support of the above contention, reliance has been placed on the following decision, Mannalal Khetan v. Kedar Nath Khetan, wherein the Supreme Court has observed as follows and held that the provisions of section 108 are mandatory and the board of directors cannot register a transfer of shares if the share transfer forms are not placed before the board : "The provision contained in section 108 of the Companies Act, 1956, that a company shall not register a transfer of shares in the company unless a proper instrument of transfer duly stamped and executed has been delivered to the company is mandatory in character. The prohibition against transfer without complying with the provisions of section 108 is emphasized by the negative language used in the section." The respondents, in the instant case, have failed to establish that the provisions of section 108 have been adhered to. On this ground also, the alleged transfer of shares has to be held invalid.I refrain from going into the question argued by Mr. T. Raghavan with regard to the resignation of the petitioner as director on March 20, 1978 (page 56 of exhibit R-1) and the co-option of the third respondent as a director on March 15, 1978, meeting (page 54 of the minutes exhibit R-1) because it is wholly unnecessary for me to go into that question for granting relief to the petitioner in the present proceedings. I do not express any opinion on the validity of the meetings in which the petitioner is claimed to have resigned as a director and the third respondent is co-opted as a director. It is open to both parties to agitate the same in appropriate proceedings. Coming to the argument of Mr. I do not express any opinion on the validity of the meetings in which the petitioner is claimed to have resigned as a director and the third respondent is co-opted as a director. It is open to both parties to agitate the same in appropriate proceedings. Coming to the argument of Mr. Raghavan that the share transfer is also violative of clause 8 of the articles of association of the company which depends on the issue as to whether R. W. 3(R-3) was a member of the company on the date of transfer, since I have already refrained from going into that question in these proceedings, I desist from expressing any opinion on that issue as well. The argument of Mr. Alagiriswami that insertions and alterations were made in exhibits R-1 and R-20 in some places with the knowledge of the petitioner is not supported by any evidence. I have also seen the minutes. The alterations were not even initialled. The other argument of Mr. Alagiriswami that the handwriting in exhibit R-1 has not been denied does not help the respondents for the dispute between parties is not with regard to the handwriting of Alagiri Rao, auditor of the company, in the minutes but with regard to the interpolation contained in exhibit R-20. The question of the petitioner's resignation as a director is not the subject matter of this petition. Regarding article 8, the argument of the petitioner cannot be considered at this stage because of my observation made earlier in this judgment. The resignation of the petitioner as a director and the co-option of the third respondent as a director are left open to be decided by the appropriate forum. On consideration of the entire matter, I am of the view that the contentions of the petitioner deserve all consideration and merit acceptance for the reasons mentioned in the earlier paragraphs of this judgment.In the result, Company Petition No. 51 of 1982 is ordered as indicated above. The register of members of the first respondent company is directed to be rectified by deleting the name of the third respondent with regard to 775 shares standing in the name of the petitioner in the register of members and to enter the petitioner's name in respect of the said 775 equity shares in the register of members in the place of the third respondent. Taking into consideration the near relationship of the parties, there will be no order as to costs. This matter being listed for being spoken to at the request of Mr. T. Raghavan, learned senior counsel, the first respondent company is directed to issue notice of rectification to the Registrar within 30 days from the date of receipt of a copy of this order, i.e., February 27, 1992.