Judgment : 1. These three original side appeals are directed against the common Judgment and Order dated 16th August, 2006, rendered by learned Company Judge, disposing of Company Petition No.98/90 and Company Application No.1127/02. By the impugned judgment the company petition, seeking rectification of register of members under section 155 of the Companies Act, 1956, (for short ‘the Act’), has been allowed, where as the Company application, seeking impleadment in the Company Petition, has been rejected. 2. The appellant-Sudharshan Kumar Manchanda (for short “Manchanda”) in Original Side Appeal No.46/2006 was respondent no.2 in Co. Petition No.98/1990, whereas the appellant-S.M. Kannappa Automobiles Pvt. Ltd., (for short “the Company”) in Original side appeal No.51/06 was respondent no.1 in the said petition. The third appeal bearing OSA No.45/06 is filed by applicant-Prema Kumari (for short ’PK’) in Co. Application 1127/02. 3. The first respondent had filed a company petition seeking rectification of the Register of Members by deleting name of S.M. Kannappa (for short “Kannappa”) under section 155 of the Act and prayed for entering his name as a member in respect of distinctive share No.1603 (for short “the said share”) purchased from the heirs and legal representatives of Kannappa. 4. By the impugned judgment, the company petition filed by respondent No.1 Bhupendar Rai, hereinafter referred to as “The first respondent”, has been allowed and transmission of the said share held by Kannappa in the name of his son Rajashekar and its subsequent transfer by Rajashekar in favour of Manchanda has been declared illegal with direction to remove their names from the Register of Members and enter name of the first respondent (Bhupinder Rai) in respect of the said share. 5. The factual matrix, sans unnecessary details, as unfolded in the company petition filed by the first respondent is as follows: the Company is a private limited company incorporated under the Act and is having business of manufacture, export, import, purchase and sale or otherwise, dealing with all kinds of motor vehicles. Authorised share capital of the Company is Rs.10,00,000/-divided into 10,000 equity shares of Rs.100/-each. The issued, subscribed and paid up share capital of the company is Rs.2,00,100/-divided into 2,001 equity shares of Rs.100/-each. The first respondent is one of the promoters of the Company and holds its 500 equity shares. Kannappa was also a share holder of the company holding the said share. The issued, subscribed and paid up share capital of the company is Rs.2,00,100/-divided into 2,001 equity shares of Rs.100/-each. The first respondent is one of the promoters of the Company and holds its 500 equity shares. Kannappa was also a share holder of the company holding the said share. He died on 3.6.1986 leaving behind him, two sons K. Jayakumar and K. Rajashekar, and daughter Vijaya Narayanaswamy as only legal heirs, his wife having pre-deceased him. After the death of Kannappa his legal heirs sold to the first respondent the said share for Rs.500/-on 8.8.1990 and executed share transfer forms in his favour. Since they failed to deliver the original share certificate and raised certain disputes regarding its transfer, the dispute was referred to an arbitrator under the provisions of the Arbitration Act, 1940. The arbitrator passed an award on 20.8.1990 in favour of the first respondent. Consequent upon the award, an application was filed before the City Civil Court, Bangalore, for making the award Rule of the Court. The City Civil Court vide order dated 31.8.1990 in AC No.38/90 passed a decree in terms of the award whereby the first respondent was declared absolute owner of the said share. 6. The first respondent thereafter, on 18.9.1990, lodged transfer forms as well as the original share certificate No.9, bearing distinctive share No.1603, herein after referred to as “the said share certificate”, handed over to him by the heirs of Kannappa, with the Company along with other necessary documents. The first respondent received a letter from the Company on 20.10.1990 whereby he was informed that transfer of the said share cannot be made in his favour, since the transferor’s name and the signatures do not tally with the Member Register and that the said share certificate is an unauthorised document. According to the first respondent, since the transfer forms were signed by the heirs of Kannappa, there was no question of tallying their signature with the signature of Kannappa on the Company’s Membership Register, and therefore, rejecting his request on this ground is wholly untenable and illegal. So far as the said share certificate is concerned, the first respondent asserts that the certificate submitted by him along with the transfer forms was the same certificate No.9 issued by the Company and that similar certificates were issued to all other share holders of the Company. So far as the said share certificate is concerned, the first respondent asserts that the certificate submitted by him along with the transfer forms was the same certificate No.9 issued by the Company and that similar certificates were issued to all other share holders of the Company. The Company did not return the said share certificate, share transfer forms as well as other documents lodged by the first respondent, under cover of his letter dated 18.9.1990, and hence he instituted the petition under section 155 of the Act. 7. The appellant-Company filed a statement of objections contending that the company petition was not maintainable. They endeavored to demonstrate that the said share certificate submitted by the first respondent along with transfer forms was not an authorised document. According to the Company, after the death of Kannappa in 1986, the said share was transmitted to Rajashekar, the son of Kannappa, as per the resolution of the Board of Directors dated 22.1.1990. The entry of the name of Rajashekar was accordingly made in the Register of Members. Thereafter, on the representation made by Rajashekar that the original certificate issued to Kannappa had been misplaced/lost, a duplicate share certificate was issued to him and subsequently, Rajashekar transferred the said share to Manchanda. The transfer form allegedly signed by Rajashekar was filed with the company on 4.4.1990 together with the duplicate share certificate. The Board of the Company approved the transfer in its meeting held on 17.4.1990 and accordingly, name of Manchanda was entered in the Register of Members. In view thereof, Manchanda was added as patty-respondent no.2 in the company petition. It appears, the first respondent was not aware of these developments till he filed the petition. 8. The Company, in their statement of objections, further stated that the orders passed by the arbitrator and the City Civil Court are not binding on them since they were not party to those proceedings. A reference to the proceedings instituted by PK, who claims to be the sole surviving heir and legal representative of Kannappa, in the City Civil Court was also made by the Company in their statement of objections. Further, a reference was also made to an order of injunction granted by the City Civil Court in the application filed by PK bearing No.AC.23/1990 preventing them from taking any steps pursuant to the decree passed in AC.38/1990. 9. Further, a reference was also made to an order of injunction granted by the City Civil Court in the application filed by PK bearing No.AC.23/1990 preventing them from taking any steps pursuant to the decree passed in AC.38/1990. 9. In short the Company averred that in view of the resolution passed by the Board of Directors at its meeting held on 17.4.1990 to transfer the said share in favour of Manchanda, the question of acting on the transfer application received from the first respondent, purporting to effect transfer of the said share in his favour, does not arise. 10. During pendency of the petition, an application seeking impleadment was filed by PK under Order I rule 10 (2) of the Code of Civil Procedure r/w Section 469 of the Act. In the application, PK claims that she is the only daughter of Kannappa who married to her other Rukminiammal. She also made reference to an application bearing No.AC.23/1990 for setting aside the award passed in AC.No.38/1990 and an order of injunction that was passed against the Company from acting upon the award dated 31.8.1980. She made reference to a suit bearing O.S.No.7297/1990 instituted by her for partition against the other heirs of Kannappa. 10.1. The application filed by PK was opposed by the first respondent contending that she was not proper and necessary party to the petition. Her application was also opposed on the ground of delay. In the statement of objections filed by the first respondent, he specifically mentioned that the application (A.C.No.23/90) filed before the City Civil Court by PK was dismissed for non-prosecution on 30.9.2001 and her suit (O.S.NO.7297/1990), for partition, also came to be dismissed on merits on 31.1.2003. In view thereof, it was contended that she has no legal right to come on record and/or locus standi to be a party to the present proceedings. 11. It is against this backdrop the petition and the application filed by PK were heard on merits by the learned Company Judge. In the course of hearing, the first respondent examined himself as P.W.1 and got certain documents marked as Exs.P-1 to P-12. On behalf of the Company, Mr. C.K. Narotham was examined as R.W.1 and 11 documents were marked as exhibit nos. R-1 to R-11. Insofar as Manchanda is concerned, he neither filed statement of objections nor did he adduce any evidence. On behalf of the Company, Mr. C.K. Narotham was examined as R.W.1 and 11 documents were marked as exhibit nos. R-1 to R-11. Insofar as Manchanda is concerned, he neither filed statement of objections nor did he adduce any evidence. The learned Company Judge on the basis of the pleadings and the evidence on record framed the following points for determination. 1) “Whether the impleading applicant is a proper and necessary party to this petition and is entitled to come on record as sought for in the application? 2) Whether the petitioner has proved that he is entitled to have his name entered in the register of companies in respect of distinctive share No.1603 by rectifying the entry made wrongly in favour of respondent No.2 in respect of the said share as sought for in the application? The first point has been answered in negative whereas, the second point has been answered in the affirmative. 12. We have heard learned counsel for the parties at great length and with their assistance gone through the entire record placed before us. We will make specific reference to the questions raised and the arguments advanced in the course of Judgment at appropriate stages. 13. Before we proceed further we would like to state few admitted facts, which need to be borne in mind while dealing with the questions that fall for our consideration. the admitted facts are as follows: 13.1. The company was incorporated on 5.7.1975 by Kannappa. Prior to that it was a proprietary concern belonging to Kannappa. The proprietary concern was converted into a partnership firm before the incorporation of the company. The induction of outsiders happened only at the time of incorporation of the company. Shantilal Narang, Om Prakash Narang and Lekha Behan Manchanda were the children of Ram Ditta Mal. Shanty Narang’s son Vijay, Om Prakash Naragn’s son Bharat; Om Prakash Narang’s son-in-law Bhupinder; and Lekha Behan Manchanda, who were inducted into the company, were allotted 500 shares each. One share was allotted to Kannappa which is the share in dispute and referred to as ‘the said share’. The total paid up share capital of the company was 2001 shares of Rs.100/-each. In the course of time, the shares held by the fathers of Vijay, Bharat and Sudarshan were transferred/transmitted to the respective sons and this share holding patter continued till the year-1990. 13.2. The total paid up share capital of the company was 2001 shares of Rs.100/-each. In the course of time, the shares held by the fathers of Vijay, Bharat and Sudarshan were transferred/transmitted to the respective sons and this share holding patter continued till the year-1990. 13.2. Kannappa died on 3.6.1986 leaving behind 3 legal heirs, viz. his sons K. Jayakumar and K. Rajashekar and the daughter Vijaya Narayanaswamy, (admitted by R.W.1-C.K. Naratham in his cross-examination recorded on 11.7.2002). Insofar as PK is concerned, she claims to be the sole heir and legal representative of Kannappa. 13.3 Kannappa’s sons, Jayakumar and Rajashekar, were working with him, since before formation of the company, and they continued as its (the Company) employees even after it was formed and after the death Kannappa. 14. The company declined transfer of the said share in favour of the first respondent on the following grounds: (a) The said share certificate produced by the first respondent along with transfer form is not the original certificate and the same has been created/manipulated. (b) Transferors name and signature did not tally with the name and signature of the member in the Member Register; (c) The stamp duty on the certificate is of the year 1975 while the stamp duty to be affixed in 1981 was more. (d) The certificate was required to be signed by two directors and only one director had signed the certificate along with the first respondent, which shows that the certificate was not a genuine document; (e) All original share certificates were signed by Mr. Kannappa except the said share certificate. 15. The arguments advanced by learned counsel for the parties were mainly focused on Section 155 of the Act. Therefore, it would be relevant to consider/examine the scope of the provisions contained in Section 155 in the light of the arguments advanced and the judgments relied upon by learned counsel for the parties. 15.1 Learned counsel for the Company and Manchanda submitted that the scope of section 155 of the Act is limited, and the power available thereunder being summary in nature, it cannot be exercised to investigate detail questions of title, fraud, forgery, etc. 15.1 Learned counsel for the Company and Manchanda submitted that the scope of section 155 of the Act is limited, and the power available thereunder being summary in nature, it cannot be exercised to investigate detail questions of title, fraud, forgery, etc. He submitted that the claim of the first respondent is based on some seriously disputed civil rights and it does not constitute to be a rectification as contemplated under section 155 and therefore, the learned Company Judge ought to have relegated the parties to civil suit. Learned counsel for the Company and Manchanda, in support of their submissions placed reliance upon the Judgments of this Court as well as the Supreme Court to which we will make specific reference in the subsequent paragraphs of this Judgment. 15.2 On the other hand, the learned senior counsel for the first respondent submitted that thee is no bar on the Court examining contentious and disputed questions of facts in the proceedings under Section 155 of the Act. He submitted that in view of several decisions of the Supreme Court, it is the exclusive jurisdiction of the Company Court to decide all issues including issues of title, particularly in the case of a dispute which has remained for a long period of time, pending in Court. He submitted that, in the present case, it would be improper if the 1st respondent is turned away after 22 years to pursue an alternate remedy of suit under general law. He then submitted that the learned Company Judge has exercised the discretion vested in him and in appeal against such an order, the appellate Court should interfere only if the exercise of discretion is found to be perverse. 16. Section 155 of the Act came to be deleted in 1988 and it became a part of Section 111 of the Act by reasons of the Companies (Amendment) Act, 1988 (for short the “Amending Act”). Since the amending Act came into force subsequent to the filing of the petition, we have to examined this case under the provisions contained in Section 155. 16.1 It would be relevant to re-produce Section 155, as it stood prior to the Amendment Act, for better appreciation of the questions involved and the arguments advanced by learned counsel for the parties. Sec.155: (1) POWER OF COURT TO RECTIFY REGISTER OF MEMBERS. 16.1 It would be relevant to re-produce Section 155, as it stood prior to the Amendment Act, for better appreciation of the questions involved and the arguments advanced by learned counsel for the parties. Sec.155: (1) POWER OF COURT TO RECTIFY REGISTER OF MEMBERS. 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.” 16.2 A glance at section 155 shows that the power of the Court under this provision is limited to the rectification of the Register of Members of a Company in 3 situations; (a) when the name of a person is wrongly entered in such register; (b) when the name of a person whose name having been entered in the Register is omitted therefrom; and (c) when default is made in entering the name of any person who has already become, or who has ceased to be, a member. A person aggrieved by the refusal to register transfer of shares has, since the enactment of the companies Act, 1956, therefore, two remedies for seeking relief under the Companies Act, (1) to apply to the court for rectification of the register under S.155 and (2) to appeal against the resolution refusing to register the transfers under S.111. 16.3 Section 155 fell for the consideration of the Supreme Court and High Courts on several occasions. The Supreme Court as early as in 1961, in HARINAGAR SUGAR MILLS VS SHAM SUNDAR, while dealing with the provisions contained in section 155 of the act, in paragraph 10 observed thus: 10. “Power to refuse to register transfer of shares without assigning any reason or in their absolute and uncontrolled discretion, is often found in the Articles of Association and exercising jurisdiction under S.38 of the Indian Companies Act, 1918 the court may not draw-unfavourable inferences from the refusal to disclose reason in support of their resolution. The power given to the court under s.38 is now confirmed with slight modification by s.155 of the Companies Act, 1956. Under that section, the court may rectify the register of shareholders if the name of any person is without sufficient cause entered in or omitted from the register of members of a company, or default is made, or unnecessary delay has taken place in entering on the register the fact of any person having ceased to be a member. The court is in exercising this jurisdiction competent to decide any question relating to the title of the person claiming to have his name registered and generally to decide all questions which may be necessary or expedient to decide for the rectification. A person aggrieved by the refusal to register transfer of shares has, since the enactment of the companies Act, 1956, therefore two remedies for seeking relief under the Companies Act, (1) to apply to the court for rectification of the register under S.155 and (2) to appeal against the resolution refusing to register the transfers under S.111. It is common ground that in the exercise of the power under S.155, the court has to act judicially; to adjudicate upon the right exercised by the directors in the light of the powers conferred upon them by the Articles of Association. It is common ground that in the exercise of the power under S.155, the court has to act judicially; to adjudicate upon the right exercised by the directors in the light of the powers conferred upon them by the Articles of Association. (emphasis supplied) 16.4 In PUBLIC PASSENGERS SERVICE LTD., CHIDAMBARAM –Vs-M.A. KHADAR AND ANOTHER AIR 1966 SC 489 the Supreme Court, in para 8 observed thus: 8. “Counsel for the appellant contended that the relief under S.155 is discretionary and the court should have refused relief in the exercise of its discretion. Now, where by reason of its complexity or otherwise the matter can more conveniently be decided in a suit, the court may refuse relief under S.155 and relegate the parties to a suit.” (emphasis supplied) 16.5 The Supreme Court in INDIAN CHEMICAL PRODUCTS LIMITED –Vs-STATE OF ORISSA AND ANR., ( AIR 1967 SC 253 ) observed that the jurisdiction created by S.38 of the Indian Companies Act, 1918, which is inserted as section 155 with slight modification in the Companies Act, 1956, is very beneficial and should be liberally exercised. 16.6 In M/S AMMONIA SUPPLIES CORPORATION (P) LTD. –vs-MODERN PLASTIC CONTAINERS PVT. LTD. AIR 1998 SC 3153 , the Supreme Court has observed at paragraphs 27, 28, 29 and 31 thus: 27. “In other words, in order to qualify for rectification, every procedure as prescribed under the Companies Act before recording the name in the register of the Company has to be stated to have been complied with by the applicant at least that part as required by the Act and assertion of what not complied with under the Act and rule by the person or authority of the respondent-Company before applicant to claim for the rectification of such register. The Court has to examine on the facts of each case, whether an application is for rectification or something else. So field or peripheral jurisdiction of the Court under it would be what comes under rectification not projected claims under the garb of rectification. So far exercising of power for rectification within its field there could be no doubt the Court as referred under Section 155 read with Section 2(11) and Section 10,it is the Company Court alone which has exclusive jurisdiction.” 28. Question for scrutiny before us is the peripheral field within which Court could exercise its jurisdiction for rectification. So far exercising of power for rectification within its field there could be no doubt the Court as referred under Section 155 read with Section 2(11) and Section 10,it is the Company Court alone which has exclusive jurisdiction.” 28. Question for scrutiny before us is the peripheral field within which Court could exercise its jurisdiction for rectification. As aforesaid the very word “rectification” connotes something what ought to have been done but by error not done and what ought not to have been done was done requiring correction. Rectification in other words, is the failure on the part of the Company to comply with the directions under the Act. To show this error the burden is on the applicant, and to this extent any matter or dispute between persons raised in such Court it may generally decide any matter which is necessary or expedient to decide in connection with the rectification. 29. Both under the 1913 Act a procedure is prescribed for admitting a person as member by purchase or transfer of shares of that company. With reference to 1913 Act under Section 29, a certificate of shares or stock shall be prima facie evidence of the title of the number of the shares or stock therein. Section 30 defines “member” to be one who agrees to become a member of a company and whose name is entered in its register. Section 31 is to keep register of its members. Section 34 deals with transfer of shares and application for the registration of the transfer of shares is to be made either by the transferor or the transferee. Where such application is made by the transferor for registration of his share a registered noticed is to be sent to the transferor. Section 34(3) restricts to register a transfer share until the instrument of transfer duly stamped and executed by the transferor and transferee has been delivered to the company. Thus, before the name of any transferee is registered these procedure has to be shown to have been followed, which is an obligation of any such applicant under the Act. This shows an application is to be made either by the transferor or transferee for registering the name of the transferee as members or shareholders of the company by placing before the company duly stamped and signed document both by the transferor and transferee. This shows an application is to be made either by the transferor or transferee for registering the name of the transferee as members or shareholders of the company by placing before the company duly stamped and signed document both by the transferor and transferee. Similar is the position under Section 155 of Indian Companies Act, 1960 before power is exercised for rectification essential ingredients are to exist. Section 108 give mandate to a Company not to register transfer of shares, unless proper instrument of transfer duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee has been delivered to the company along with certificates relating to the shares”. 31. Sub-Section (1)(a) of Section 155 refers to a case where the name of any person without sufficient cause entered or omitted in the Register of Members of a company. The word ‘sufficient cause’ is to be tested in relation to the Act and the Rules. Without sufficient cause entered or omitted to be entered means done or omitted to do in contradiction of the Act and the Rules or what ought to have been done under the Act and the Rules but not done. Reading of this sub-clause spells out the limitation under which the Court has to exercise its jurisdiction. It cannot be doubted in spite of exclusiveness to decide all matter pertaining to the rectification it has to act within the said four corners and adjudication of such matter cannot be doubted to be summary in nature. So, whenever a question is raised Court has to adjudicate on the facts and circumstances of each case. If it truly is rectification all matter raised in that connection should be decided by the Court under Section 155 and if it finds adjudication of any matter not falling under it, it may direct a party to get his right adjudicated by Civil Court. Unless jurisdiction is expressly or implicitly barred under a Statute, for violation or redress of any such right Civil Court would have jurisdiction. There is nothing under the Companies Act expressly barring the jurisdiction of the Civil Court, but the jurisdiction of the ‘Court’ as defined under the Act exercising its powers under various sections where it has been invested with exclusive jurisdiction, the jurisdiction of the Civil Court is impliedly barred. There is nothing under the Companies Act expressly barring the jurisdiction of the Civil Court, but the jurisdiction of the ‘Court’ as defined under the Act exercising its powers under various sections where it has been invested with exclusive jurisdiction, the jurisdiction of the Civil Court is impliedly barred. We have already held above the jurisdiction of the ‘court’ under Section 155, to the extent it has exclusive, the jurisdiction of Civil Court is impliedly barred.” (emphasis supplied) 16.7 The Supreme Court in CLAUDE-LILA PARULEKAR VS SAKAL PAPERS PVT. LTD., (2005) 11 SCC 73 observed thus: 14. “The power of the court under Section 155 is limited to the rectification of the register of members of a company in three situations (a) when the name of a person is wrongly entered in such register, (b) when the name of a person, whose name having been entered in the register is omitted therefrom, and (c) when default is made in entering the name of any person who has already become or who has ceased to be a member. None of the three situations envisaged under sub-section (1) of Section 155 would allow the person whose right as a member qua the disputed shares is yet to be established to apply for rectification by inclusion of such person’s name. The appellants could not therefore have applied for transfer of the disputed shares in their favour under Section 155 of the Companies Act. They would have to establish that right by way of a separate suit or otherwise. The appellants in para 26 of the company petition correctly reserved their right to file appropriate action for transfer of the 3417 shares to themselves. 21. That the court exercising jurisdiction under Section 155 of the Companies Act was competent to entertain the applications filed by the appellants cannot be disputed. The only question is whether the discretion to do so was properly exercised. Despite the respondent’s submissions to the contrary, we do not consider this case as an appropriate one to decide whether this Court’s decision in Ammonia Supplies Corpn., was correct, insofar as it has held that the jurisdiction to grant relief provided under Section 155 was exclusive. It may be noted that the view has been reiterated by a large Bench in Canara Bank Vs. It may be noted that the view has been reiterated by a large Bench in Canara Bank Vs. Nuclear Power Corpn., of India Ltd. But assuming that the decision is wrong and that jurisdiction of the Company Court under Section 155 of the Companies Act and the civil court under section 9 of the code of Civil Procedure is concurrent, there is no reason for us to refuse to entertain the application under Section 155 of the Companies Act. The questions raised in the petition for rectification were determined in the basis of the material available both by the single and the Division Bench. Neither of the courts was of the view that the materials were inadequate or that the disputes were such which could not be resolved under Section 155. Apart from any other circumstance, the fact, that the matter has been awaiting disposal by the courts at the different levels for almost 18 years would render it grossly inequitable and be an improper exercise of judicial discretion if we were to turn the appellants away at this stage to pursue an alternative remedy (if any) available under the general law. The preliminary objection raised by the respondents is accordingly rejected”. (emphasis supplied) 16.8 This Court, in MUNIYAMMA –VS-M/S. ARATHI CINE ENTERPRISES PVT LTD., ILR 1992 KAR 1262 after considering several judgments of the Supreme Court dealing with Section 155, in the concluding paragraph 27 held thus: “Thus the conspectus of these decisions lead us to a conclusion that even though the proceeding under Section 155 of the Companies Act is a summary proceeding, as it is a relief provided under the statute, in a proper and appropriate case, it is open to the Court to grant relief even though it may involve complicated questions of law and facts. Whether in a particular case relief should be granted or not, because the jurisdiction is discretionary as the word used in “may” in Section 155 of the Act, would depend upon the facts and circumstances of the case but exercise of jurisdiction cannot be refused on the ground that it involves complicated questions of law and facts…..’ (emphasis supplied) 16.9 The Bombay High Court also had an occasion to examine the scope of Section 155 in JAYASHREE SHANTARAM VANKUDRE vs. RAJKAMAL KALAMANDIAR ( AIR 1960 BOM 136 ) in Para-8 of its judgment which reads thus: “In all matter arising under the Companies Act the rules of this Court provide that the application must be by petition. It is not therefore that complicated questions of facts must be tried on a petition where remedy for action is available to a party. It appears to me that the observations made in English decisions in this connection are relevant and that where discovery and inspection are necessary and complicated question such as forgery and fabricated documents arise that summary procedure of trail by petition under S.155 should not be allowed to be produced. This is not a matter where remedy of action is not available. On the contrary it is admitted by both sides that the procedure of filing a suit for rectification is not unknown and is generally resorted to where rights of third parties are concerned.” (emphasis supplied) 16.10 Similarly, in NATIONAL INSURANCE COMPANY LTD., V. GLAXO INDIA LTD ( AIR 1999 BOM 240 ), the Bombay High Court observed thus: “It is, therefore, now clear from the judgment of the Apex Court in M/s. A.S. corporation (P) Ltd. ( AIR 1998 SC 3153 ) (supra), the Apex Court has held that in so far as the matters of rectification are concerned, it is the company court alone which would have jurisdiction. If issues which have to be answered are not peripheral to rectification but issues regarding title, etc. then such other issues will have to be decided by the Civil Court. The Apex Court has now recognised that it is the company court which would be the Court of exclusive jurisdiction in so far as rectification is concerned. If issues which have to be answered are not peripheral to rectification but issues regarding title, etc. then such other issues will have to be decided by the Civil Court. The Apex Court has now recognised that it is the company court which would be the Court of exclusive jurisdiction in so far as rectification is concerned. However, it if issues arise, whether the applicant is the owner of the shares, whether there is fraud or forgery in holding the shares or the very title to the shares, then such issues will be beyond the jurisdiction of the company court and will have to be decided by the Civil Court.” 17. The upshot of the Judgments referred to in the foregoing paragraphs is as follows: (i) The relief under Section 155 of the Act is discretionary; (ii) The Court in exercise of the jurisdiction under Section 155 of the Act is competent to decide any question relating to the title of a person claiming to have his name registered and generally to decide all questions which may be necessary or expedient to decide for the rectification; (iii) Under Section 155, the Court has to examine on facts of each case, whether an application is for rectification or something else. While exercising of power for rectification within its field, it is the Company Court alone which has exclusive jurisdiction to show an error on the part of the Company to comply with the directions under the Act. Any matter or dispute which is necessary or expedient to decide, between the persons, raised in connection with the rectification may generally be decided in such Court. (iv) Merely because remedy of a civil suit under, Section 9 of the Code of Civil Procedure is also available for determination of the questions in respect of rectification of member Register, there is no reason to refuse to entertain the application under section 155 of the Act. The questions raised in the petition for rectification, however, need to be determined on the basis of the material available on record. The questions raised in the petition for rectification, however, need to be determined on the basis of the material available on record. It would be grossly inequitable and be improper exercise of judicial discretion to turn the petition under Section 155 of the Act away at belated stage e.g. after 20 years to pursue an alternative remedy, available under the general rule; (v) Though the jurisdiction under section 155 of the Act is discretionary in nature, the exercise of jurisdiction cannot be refused on the ground that it involves complicated questions of law and fact. Where the complicated questions such as forgery and fabricated documents arise in a given case, Court may relegate the parties to a civil suit. vi. If it truly is rectification, all matter raised in that connection should be decided by the Court under Section 155, and if it finds adjudication of any matter not falling under it, it may direct a party to get his right adjudicated by Civil Court. 18. We would now like to consider “Whether initial transmission of the said share to Rajashekar and, thereafter its transfer in favour of Manchanda was in accordance with law? 18.1 The company examined C.K. Narotham (R.W.1), the Chairman of the Company, and placed 11 documents on record (Exs.R1 to R11). Manchanda did not file either statement of objections or adduce any independent evidence to show valid transfer made in his favour by Rajashekar. Neither the Company examined Rajashekar or any other legal representative of Kannappa, nor Manchanda examined Rajashekar to show valid transmission/transfer of the said share in his favour. 18.2 Similarly, no documentary evidence (original) was produced by the Company or by Manchanda to show and prove the board meetings dated 22.1.1990 and 17.4.1990, in which it was resolved to issue duplicate share certificate to Rajashekar and to transfer the said share to Manchanda. The material on record shows that the documents produced by the company regarding transmission of the said share to Rajashekar and its subsequent transfer in favour of Manchanda are photo copies of the Board resolutions. 18.3 R.W.1 in his evidence had stated that the original documents are available in the office of the company they are in custody of one Loknath who was looking after the affairs of the company at the relevant time. 18.3 R.W.1 in his evidence had stated that the original documents are available in the office of the company they are in custody of one Loknath who was looking after the affairs of the company at the relevant time. Despite the service of notice for production of these documents, the same were not produced by the company. 18.4 Similarly, copies of the minutes of the Board Meetings dated 24.9.90 (Ex.R-9) and 12.10.90 (Ex.R-10), produced before the Court are not complete RW1 has so admitted in his cross-examination. In the meeting held on 24.9.90, the Board decided to seek legal opinion in respect of the request for transfer of the said share made by the first respondent. In the meeting dated 12.10.90, the Board rejected the first respondent’s request on the ground that the signature of the transferor does not match with the Member Register. Originals of these minutes were also not produced by the Company, despite service of notice for seeking production thereof. 18.5 It has also come on record that Rajashekar had requested for issue of duplicate share certificate since, as stated by RW1, the original share certificate was reported by him to be lost. According to the Company, the request was deliberated at length and by the resolution dated 22.1.90 (Ex.R1), duplicate share certificate was issued to Rajashekar. It is pertinent to note, neither the letter submitted by Rajashekar seeking transmission nor the original or copy of the letter seeking duplicate share certificate was produced on record. Even the duplicate share certificate, allegedly issued by the Company, was also not produced on record either by the Company or by Manchanda. Though RW1 mentioned that those documents are available in the records of the Company they were not produced despite service of notice for seeking production thereof. 18.6 It has further come on record that Kannappa had three children namely, two sons Jayakumar, Rajashekar and daughter Vijaya Narayanaswamy. RW1 in his cross-examination, recorded on 11.7.2003, has stated that “Kannappa had three children by name Rajashekar, Jayakumar and Vijaya Narayanaswamy”. He further admitted that Rajashekar and Jayakumar were working in the first respondent Company. These admissions clearly indicate that the Company and its Directors were aware about names of all the heirs and legal representatives of deceased Kannappa. 18.7 Admittedly, Rajashekar had not submitted the said share certificate with his letter seeking its transmission in his name. He further admitted that Rajashekar and Jayakumar were working in the first respondent Company. These admissions clearly indicate that the Company and its Directors were aware about names of all the heirs and legal representatives of deceased Kannappa. 18.7 Admittedly, Rajashekar had not submitted the said share certificate with his letter seeking its transmission in his name. Further, as admittedly by RW1, there was no consent letter or request made by other heirs of Kannappa for seeking transmission of the said share to Rajashekar. The Company did not have any correspondence with other two children of Kannappa with regard to the request made by Rajashekar for transmission of the said share. RW1, though did not produce any documents on record, has stated in the cross-examination, that before issuing duplicate share certificate to Rajashekar, they might have asked for no objection letter from other two children of Kannappa, but he was not sure. It was further elicited that the Company did not issue any advertisement before issuing duplicate share certificate to Rajashekar and that he did not remember whether the Chairman of the Meeting had deliberated upon any advertisement being issued before issuing duplicate share certificate. He, even did not remember who had signed the duplicate share certificate issued to Rajashekar nor did he remember whether any stamp duty was paid on the duplicate share certificate. Thus, it is clear, that the original letter requesting transmission, the resolution dated 22.10.90 passed by the Board of Directors, the duplicate share certificate issued to Rajashekar were not produced on record by the Company. 18.8 The Company could have examined Loknath, who was Managing Director of the company and who was in possession of the Company records, but they chose not to examine him or produce the original record for the reasons best known to them. In the absence of the aforesaid documents referred to in the forgoing paragraphs, it would not be possible to hold that the transmission of the said share to Rajashekar and then its transfer in favour of Manchanda was valid and/or was made in accordance with law. 18.9 The Learned Company Judge while dealing with the Company Petition has exhaustively dealt with the entire material placed on record including depositions of the witnesses examined by the parties. 18.9 The Learned Company Judge while dealing with the Company Petition has exhaustively dealt with the entire material placed on record including depositions of the witnesses examined by the parties. On detail examination of the facts and law, the learned Judge, has rightly observed that issuance of duplicate share certificate in favour of Rajashekar, in the absence of relevant documents in support thereof, had not been proved. 18.10 It is, thus, clear that request of Rajashekar for issuance of duplicate share certificate; decision of the Board of Directors to issue duplicate share certificate; and the alleged misplacement of the share certificate by Kannappa or his legal heirs had not been proved by the Company. The consent from Jayakumar and Vijaya Narayanaswamy, the other two children of Kannappa, for transmitting the share to Rajashekar also was not obtained. The application for transmission was not accompanied by the share certificate. In this backdrop, we are satisfied, there was no valid transmission of the said share of Kannappa to Rajashekar. Consequently, the subsequent transfer in favour of Manchanda also was illegal. 18.11 We may also place on record that when we asked learned counsel for the Company, and of Manchanda, whether they can produce the aforementioned documents atleast at this stage their answer was in the negative. Though they endeavoured to explain their inability, stating that some of the original documents have been produced in other proceedings between the same parties, no particulars thereof were placed on record. 18.12 Neither the Company nor Manchanda produced duplicate share certificate allegedly issued to Rajashekar. The Company, though it could have, has not produced counter foils of the printed share certificates book showing the serial numbers of the share certificates. The said share certificate bears No.9 dated 17.9.81 relates to the Distinctive No.1603. The share certificate No.10 also of the same date for 100 shares relates to Distinctive Nos.1604 to 1703. 18.13 Thus, we are satisfied that the said share certificate was issued to Kannappa, the same was duly signed by Bharat Narang and the first respondent. The company never raised a dispute regarding difference in signature, as is sought to be done now after lapse of 23 years in the application for additional documents. We would deal with the aspect of difference in signature little later. 19. The company never raised a dispute regarding difference in signature, as is sought to be done now after lapse of 23 years in the application for additional documents. We would deal with the aspect of difference in signature little later. 19. It is well settled that while the burden of proof rests on the party asserting a fact, the onus of proof is consistently shifting in the course of the trial. (See A. RAGHAVAMMA AND ANOTHER –vs-A. CHENCHAMMA AND ANOTHER AIR 1964 SC 136 ). The initial burden or proving that the said share belonged to Manchanda was on him or the Company. They were aware that the first respondent was claiming ownership of the said share. Evidence in that regard was adduced. The Company’s assertion that the share belongs to Manchanda was contested in the course of trial and in the light of evidence the learned Company Judge rightly came to the conclusion that the burden was not discharged by the Company or Manchanda. It is pertinent to note that Manchanda did not file statement of objections to the Company petition. He also did not produce any evidence in support of the stand taken by the Company regarding transfer of the said share. Moreover, he did not produce the share certificate showing that his name was entered in the share certificate or in the member Register. We have, however, noticed that in the statement of objection filed by Manchanda, opposing his impleadment in the petition as respondent, did not assert that he is owner of the said share. Similarly, he participated in the proceedings at every stage and even cross-examined the first respondent, but chose not to file statement of objection or adduce any evidence. 19.1 Learned counsel for the Company as well as for Manchanda repeatedly submitted that after Manchanda was added as respondent in the Company Petition, no amendment of the pleadings so as to challenge the entry of Manchanda’s name in the register of Member was made requesting the Court to remove his name and to rectify the register by inserting his (first respondent), name. It was, therefore, submitted that in the absence of such plea and prayer in the Company Petition, the Company Judge should not have allowed the petition and granted any relief that was larger than the relief claimed by the first respondent. It was, therefore, submitted that in the absence of such plea and prayer in the Company Petition, the Company Judge should not have allowed the petition and granted any relief that was larger than the relief claimed by the first respondent. In other words, he submitted whether the Company Petition could have been proceeded with in the absence of pleading to the effect of any alleged illegality in the entry in the Register of Members pertaining to the right of Manchanda. He then submitted the present proceedings being summary in nature, the parties were not expected to know the issues that arose in the case. 19.2 The findings, recorded by the learned Company Judge, are based on the pleadings/evidence adduced and understanding each others’ case and so also the defence urged by the Company that request for transfer of the said share by the first respondent was rejected on the ground of prior transfer. In fact, it is only after the company raised objection, the first respondent made application for adding Manchanda as a party-respondent in the petition. Thus, it is clear that the Company and Manchanda were aware that the first respondent was claiming ownership of the said share in the face of the fact that name of Manchanda was already entered in the Member Register and he had adduced evidence in support thereof. The Company and Manchanda were also aware about the consequences of the Company Petition being allowed in favour of the first respondent. As a matter of fact, the Company did assert that the said share belong to Manchanda, and therefore, it was not possible to transfer in favour of the first respondent at the instance of the legal heirs of Kannappa. In the circumstances, it cannot be stated that either Company or Manchanda were not aware about the exact nature of dispute which is pending since last about 23 years. In other words, it cannot be stated that they were not aware of the pleadings, the evidence, oral as well as documentary, and the final relief sought by the first respondent and that the nature of the proceedings under Section 155 of the Act. In other words, it cannot be stated that they were not aware of the pleadings, the evidence, oral as well as documentary, and the final relief sought by the first respondent and that the nature of the proceedings under Section 155 of the Act. 19.3 The Supreme Court in SREE SWAYAM PRAKASH ASHRAMMA AND ANTOHER –vs-G. ANANDAVALLY AMMA AND OTHERS (2010) 2 SCC 689 was dealing with an argument that since no case was made out by the respondent-plaintiffs in their plaint about the easementary right over the B schedule pathway by implied grant, no decree can be passed by the Courts below basing their conclusion on implied grant. The Supreme Court, after noticing the findings arrived at by the trial Court, on consideration of pleadings and evidence on record on the right of easement over B Schedule pathway by implied grant, in para-31, observed thus: “The trial Court on consideration of the evidence of both the parties recorded the finding that there was no evidence on record to show that either Yogini Amma or the defendants themselves until 1982 had objected to the plaintiff’s use of B Schedule pathway to access A Schedule property. The trial Court, on consideration of the plaintiff’s evidence and when the defendant had failed to produce any evidence, had come to the conclusion that the plaintiff was given right of easement by Yogini Amma as an easement of grant. Considering this aspect of the matter, although there is no specific issue on the question of implied grant, but as the parties have understood their case and for the purpose of proving and contesting implied grant had adduced evidence, the trial court and the High Court had come to the conclusion that the plaintiff had acquired a right of easement in respect of B Schedule pathway by way of implied grant. Such being the position, we are not in a position to upset the findings of fact arrived at by the Courts below, in exercise of our powers under Article 136 of the Constitution of India.” (emphasis Supplied) 19.4 Thus, the contention that there was no amendment of the Company Petition, after Manchanda was added as party-respondent, to plead facts and to seek additional reliefs against Manchanda, in our opinion, is untenable, as the main case in the Company Petition was only regarding right to one share. In our opinion, the parties had completely understood each others’ case and went to trial. Even Manchanda cross examined the first respondent on all the issues involved in the petition. The learned Company Judge, in our opinion, correctly understood the dispute and adjudicated the same, based on the pleadings and the oral/documentary evidence before him. 19.5 Having regard to the nature of controversy, the relationship between the parties and the objective behind acquiring the said share it cannot be stated that Manchanda was justified in not filing statement of objections or examining any witnesses on his behalf in support of his case. In our opinion, the learned Single Judge was right in proceeding with the case and holding that transmission of the said share to Rajashekar and its subsequent transfer to Manchanda was illegal. Thus, there is no substance in the arguments raised by learned counsel for the Company and of Manchanda. The findings of the learned Single Judge on the question are well reasoned, taking note of all pleadings, reliefs and oral/documentary evidence on record, and therefore, does not all for interference on fats or in law in these appeals. 19.6 The learned Company Judge has exercised his discretion vested in him under Section 155 of the Act. It is well settled that such discretionary order cannot be interfered with unless the order is arbitrary or contrary to well settled principles governing exercise of discretion. In the present case, the order passed by the learned Company judge exercising the discretion cannot be stated to be arbitrary or contrary to well settled principles governing exercise of discretion. 19.7 This Court, in KARNATKA STATE ROAD TRANSPORT CORPORATION AND OTHERS –vs-KARNATAKA STATE TRANSPORT AUTHORITY AND ANOTHER, (1984 (1) KLJ 552 = AIR 1984 KAR 4) held as under: “The learned Chief Justice exercised his discretion in entertaining the Writ Petition. It may not be appropriate for us, in appeal, to interfere with that discretion unless it is shown that the exercise of that discretion is arbitrary. An appeal against a discretionary order is an appeal on principle. Appellate court would not be justified in interfering with the exercise of discretion under appeal on the ground that if it had itself considered the matter it may have declines to exercise the discretion in that way. An appeal against a discretionary order is an appeal on principle. Appellate court would not be justified in interfering with the exercise of discretion under appeal on the ground that if it had itself considered the matter it may have declines to exercise the discretion in that way. In the present case we find no grounds to interfere with the exercise of the discretion by the learned Chief Justice.” 20. Next we would like to consider the following questions: Whether the Company was right/justified in declining transfer of the said share at the request of the first respondent on ground that the transferor’s name and signature did not tally with the Member Register?” II. Whether the share certificate enclosed with the instrument of transfer is an unauthorised document?; and III. Whether there could be any transfer of shares by legal heirs of a member/share holder directly in favour of a person, such as the first respondent, without following requirements of the Articles of Association of the Company? 20.1 Though the last question was not raised before the learned Company Judge, we propose to deal with the same since we have heard learned counsel for the parties at considerable length. 21. The first respondent lodged the said share certificate (No.9) along with share transfer form for its transfer to his name after obtaining a decree from the City Civil Court making the arbitration award as a Rule of the Court on 31.8.1990. To those proceedings none of the appellants were party. Still, the fact remains that there is a decree making the arbitration award as a Rule of the Court and on the basis thereof, the 1st respondent lodged the documents, as aforementioned, seeking transfer of the said share in his favour. There is no dispute that the transfer form was signed by two sons and the daughter of Kannappa. 21.1 The Company declined transfer of the said share vide its letter dated 18.10.1990 without disclosing therein or by any other communication that it was already transferred in favour of Manchanda. It was simply stated that the transferor’s name and signature did not tally with the Member Register. There cannot be any dispute that the Member Register does not contain signatures of the members. It was simply stated that the transferor’s name and signature did not tally with the Member Register. There cannot be any dispute that the Member Register does not contain signatures of the members. The question, when there is no signature available on the Member Register at all, how could the company decline transfer of the share on this ground, remained to be answered by learned counsel appearing for the company. 21.2 It is true, according to the Company, the share was already transferred in favour of Manchanda and therefore, the name was entered in the Member Register in respect thereof. The Company, therefore, stated that name of the transferor viz. the heirs of Kannappa did not tally with the Member Register. But, then the question that remained unanswered is why that was not disclosed by the Company to the first respondent. The Company could have stated in their letter dated 18.10.1990 that the said share was already transferred in favour of Manchanda at the instance of Rajashekar. We have already discussed as to how the transmission and the subsequent transfer by Rajashekar in favour of Manchanda was wrong and illegal. Keeping that in view, in our opinion, declining the transfer in favour of the first respondent on the ground that the name and signature did not tally with the Member Register cannot be sustained and deserves to be set aside. 22. The question whether the share certificate enclosed with the instrument of transfer by the first respondent was authorised document, therefore, assumes importance. We would like to consider whether the share certificate No.9 and its contents are genuine/authenticated. 22.1 The share, bearing distinctive No.1603, was admittedly allotted to Kannappa. The share certificate No.9, placed on record, bearing the said distinctive number, was the very same share certificate that was handed over to the first respondent by the sons and the daughter of Kannappa. This, according to the first respondent, is the original share certificate issued to Kannappa. 22.2 It is true that distinctive Share No.1603 was issued to Kannappa in 1975, and that the share certificate No.9, on record, bearing distinctive No.1603, was issued on 17.9.1981. Admittedly, the share certificates issued in favour of different share holders of the company, who are hardly 5-6 in number, are in serial order and they are from the same share certificate book. Admittedly, the share certificates issued in favour of different share holders of the company, who are hardly 5-6 in number, are in serial order and they are from the same share certificate book. Further it is not disputed either by the Company or by Manchanda that the said share certificate No.9 is also from the same Share Certificates Book. No counterfoils of the share certificates issued to different members were, or the share certificates book, was produced before the learned Company Judge. The Company, despite specific direction by this Court, chose not to produce the said certificates book/counterfoils or any other register or document showing acknowledgments of having received share certificates by the members including Kannappa. In view thereof and considering that learned counsel for the Company and Manchanda did not dispute that the said share certificate No.9, lodged by the first respondent for its transfer, is from the same share certificates book, we have no hesitation in holding that it is original and genuine document. In other words, it is not the case of the Company or Manchanda that certificate No.9 or the paper on which the said share certificate is printed is bogus/fraudulent or it was not from the original Share Certificates Nook. 22.3 It was argued that the first respondent had surrupstetiously removed the blank certificate signed by Bharat Narang and it was used to prepare the said share certificate. Except the bare allegation, no material in support thereof was placed on record by the Company. In view thereof, we specifically asked learned counsel for the Company as to whether the Company can give certificate number of the share certificate that was, according to the Company, issued to Kannappa, other than the one produced on record by the first respondent. His reply was in the negative. In short, neither the company nor Manchanda have disputed the distinctive number of the said share, allotted to Kannappa in 1975, or number of the share certificate being No.9. We have therefore, no hesitation in holding that the document/certificate produced on record, as the share certificate of the said share is genuine certificate, and that no other certificate was issued in favour of Kannappa by the Company at any point of time. We have therefore, no hesitation in holding that the document/certificate produced on record, as the share certificate of the said share is genuine certificate, and that no other certificate was issued in favour of Kannappa by the Company at any point of time. 22.4 We would also like to consider the submission of learned counsel for the Company that the contents of the document/share certificate are not genuine and that it is a fraudulent share certificate. According to the Company, it is a fraudulent document, for the reasons mentioned in paragraph No.14, of this Judgment. 23. The first ground of challenge to the genuineness of the certificate according to the Company is that the certificate bears signature of Bharat Narang, (one of the Directors of the Company) is complete different form the signature of Bharat Narang on record of the Company. Learned counsel invited our attention to various documents (annexed to the interim applications for additional evidence) to show that the signature of Bharat Narang on the said share certificate, issued in September 1981, was the signature of Bharat Narang in 1983. In other words, the signature of Bharat Narang prior to 1983 was different and he changed his signature for the first time in 1983. It is true that the signature of Bharat Narang on the certificate is not the same as on the other certificates on record. He made different signatures on other certificates. However, what is pertinent to note is that the signature on the certificate No.9 has not been disputed as that of Bharat Narang. The difference in the signature at the most would show that Bharat Narang signed the said share certificate after 1983 or put different signature on the Certificate in 1981 itself which could at the most be treated as an irregularity/impropriety and certainly not illegality or fraud. Bharat Narang did not come forward and denied the signature on the said certificate or stated that he signed the said certificate after September 1981 or in 1983. The possibility of Bharat Narang having two different signatures in 1981 itself and he appending different signature on the certificate No.9 than the signatures on other certificate cannot be ruled out. Bharat Narang did not come forward and denied the signature on the said certificate or stated that he signed the said certificate after September 1981 or in 1983. The possibility of Bharat Narang having two different signatures in 1981 itself and he appending different signature on the certificate No.9 than the signatures on other certificate cannot be ruled out. In any case, that, by itself would not render the said certificate illegal in view of the fact that the learned counsel for the Company in the course of argument, admitted that the signature on the said certificate is of Bharat Narang. In the circumstances, we find no merit in the submission that the signature on the said certificate of Bharat Narang could never have been affixed on the said share certificate issued in 1981. That apart, as observed earlier, it is not the case of the Company that some other share certificate bearing any other number other than the certificate No.9 was issued to Kannappa. 24. That takes us to consider the next ground of challenge that the said certificate was not signed by two Directors as contemplated by Rule 6 of the Company (Issue of Share Certificate) Rules, 1960 (for short “The Rules of 1960”) and, therefore, it is unauthorised document. It is true that on the said certificate there are only two signatures, one is of the first respondent being the Managing Director, affixing the common seal of the company, and the other is of Bharat Narang, as a Director of the Company. It is equally true that all other certificates are signed by three persons namely the first respondent, Bharat Narang and Kannappa. It was, therefore, argued that in terms of Rule 6 of the Rules of 1960, it is necessary that signatures of two Directors in addition the signature of a Secretary or any other person appointed by the Board are required on every share certificate to make it authorised/authenticated document. It was further submitted that signature of the first respondent namely Bhupinder Rai was only in satisfaction of the requirement that secretary or some other person appointed by the Board must also sign the certificate. Thus, according to the Company and Manchanda, the lack of signature of another Director of the Company makes the certificate an invalid document. It was further submitted that signature of the first respondent namely Bhupinder Rai was only in satisfaction of the requirement that secretary or some other person appointed by the Board must also sign the certificate. Thus, according to the Company and Manchanda, the lack of signature of another Director of the Company makes the certificate an invalid document. 24.1 While dealing with such arguments, we cannot overlook the fact that this litigation pertaining to one share is pending since last about 23 years. The relevant portion of Rule 6 reads thus: “Sealing and Signing of Certificate: Every share certificate shall be issued under the seal of the company, which shall be affixed in the presence of (I) two directors of persons acting on behalf of the directors under a duly registered power-of-attorney; and (ii) the secretary of some other person appointed by the Board for the purpose. The two directors or their attorneys and the secretary or other person shall sign the share certificate.” A glance at Rule 6 would show the seal of the Company requires to be affixed in the presence of two Directors or persons acting on behalf of the Directors under a duly registered power of attorney and in addition thereto, the Secretary or some other person appointed by the Board for the purpose. Thus, the two Directors or their attorneys and the Secretary or other person require to sign the share certificate. Undoubtedly, a bare reading of this provision gives an impression that there should be 3 signatures on each share certificate, viz. of the two Directors or their attorneys and the Secretary or other person appointed by the Board. In the present case, the certificate in dispute had been signed by the Managing director who is also a Member of the Board of Directors and the other Director Bharat Narang. Bare perusal of the certificate shows that the first respondent signed it as a Managing Director affixing the common seal of the Company and Bharat Narang as Director of the Company. There is no dispute that the first respondent has signed all share certificates as a Managing Director affixing the seal of the Company. Further, there is no dispute that he was appointed by the Board for the said purpose as contemplated by Rule 6. It is true that on all other certificates Kannappa had signed as one of the Directors of the Company. Further, there is no dispute that he was appointed by the Board for the said purpose as contemplated by Rule 6. It is true that on all other certificates Kannappa had signed as one of the Directors of the Company. 24.2 In this back drop, we find substance in the submission that Kannappa might have chosen not to sign the certificate issued in his favour. But, fact remains that the certificate No.9 was signed by two Directors viz. the first respondent and Bharat Narang. The first respondent’s signature can be treated as a the signature of one of the Directors as contemplated by clause (i) of Rule 6, and his signature can also be treated as of a person appointed by the Board. In other words, the first respondent’s signature on certificate No.9 was in duel capacity, viz. as a Director and as a person appointed by the Board as contemplated by Rule 6. In any case, merely because signature of Kannappa does not appear on the share certificate, does not mean that the share certificate is bogus or it is a fraudulent document. Merely because one certificate is different from rest of the certificates issued in the years 1975 and 1981, it cannot be stated that the certificate which is slightly different from rest of the certificates is a fraudulent document, particularly, when genuineness of the certificate No.9 as a document has not been disputed and the signatures thereon are genuine. The Company could have brought the Share Certificates Book on record to establish that some other certificate was issued to Kannappa and that the certificate produced by the first respondent with the transfer forms duly signed by Kannappa’s heirs, is either bogus, fabricated or not genuine certificate. In the circumstances, this ground of challenge also, in our opinion, deserves to be rejected. 24.3 Our attention was invited to the certificate No.9 to contend that stamp duty on the certificate is of 1975 while the stamp duty to be affixed on the share certificate in 1981 was more. The certificate in dispute is affixed with 30 paise stamp duty. This at the most could be treated as irregularity or a case of deficient stamp duty, to the extent of 20 paise. This deficiency, in any case, would not affect the sale and purchase of the said share. 25. The certificate in dispute is affixed with 30 paise stamp duty. This at the most could be treated as irregularity or a case of deficient stamp duty, to the extent of 20 paise. This deficiency, in any case, would not affect the sale and purchase of the said share. 25. We would also like to consider the additional point raised for the first time in these appeals by learned counsel for the Company that whether the legal representatives of a share holder can transfer the shares without first having their names entered in the Register of Members. In the present case, the heirs of Kannappa transferred the said share in favour of the first respondent without getting it transmitted in their favour. This contention was never raised at any point of time, and therefore, there was no occasion for either of the parties to place any material/evidence on record to satisfy the learned Company Judge whether transfer without entering the names of heirs in the Register of Members is legal/permissible in law. We have examined the question on an insistence of learned counsel for the company. 25.1 Learned counsel for the Company and so also for Manchanda invited our attention to the Articles of Association and submitted that it being a contract between Members and the Company, is binding on both. Our attention was specifically invited to Article 18 to contend that it clearly provides for transmission of shares from a deceased member to his heirs. Under this Article, discretion vests in the Board of Directors of the Company to either admit such heir as a Member or refuse to do so and in such event to direct transfer of shares to a person chosen by the Board. It was further submitted that Article 1 makes the position further clear. It provides that subject to the provisions of these Articles, the Regulations in table A in the first schedule shall apply to the Company. Thus, he submitted, the Articles override table A to the extent of inconsistency therewith. It was further submitted that Article 1 makes the position further clear. It provides that subject to the provisions of these Articles, the Regulations in table A in the first schedule shall apply to the Company. Thus, he submitted, the Articles override table A to the extent of inconsistency therewith. Learned counsel for the Company invited our attention to the Judgments of the Supreme Court in SETH MOHAN LALA vs. GRAIN CHAMBERS, AIR 1968 SC 772 and inJOHN TINSON vs. SURJEET MALHAN AIR 1997 SC 1411 and submitted that Supreme Court refused to permit transfer of share which was in violation of the Articles of Association and that the transfer of any share could be done only with the previous consent of the Board. He submitted that the Articles of Association are binding on the members of the Company, including the first respondent. He, then, submitted that in view of Section 28 of the Act, Table ‘A’ is not binding on the Company. Section 28(1) gives option to the Company whether to adopt Table A. He then submitted that Article 18 is inconsistent with the provisions in Table A and in view thereof Regulations 25 to 27 cannot have any application and, therefore, direct transfer of the said share to the first respondent is not permissible. 25.2 Learned senior counsel for the first respondent, on the other hand, submitted that since this ground of challenge is raised for the first time in the present appeals, it may not be allowed to be raised and considered. He, then, after inviting our attention to sections 9 & 28 of the Act, submitted that these provisions make it clear that the Regulations in table A of Schedule I to the Act would be applicable to the extent that they are not modified or excluded by the Articles of Association of the Company. He further submitted, in a situation where the Articles of Association are silent on a certain aspect pertaining to management of the Company, such as transfer of shares by the legal representatives of a deceased member, the Regulation in table A of Schedule I of the Act would be applicable. In support of his contentions, he placed reliance on the Judgments of the Supreme Court in VASUDEV RAMACHANDRA SHELAT vs. PRANLAL HAYANAND THAKAR (1974) 2 SCC 323 andSETH MOHAN LAL vs. GRAIN CHAMBERS LTD. AIR 1968 SC 772 . In support of his contentions, he placed reliance on the Judgments of the Supreme Court in VASUDEV RAMACHANDRA SHELAT vs. PRANLAL HAYANAND THAKAR (1974) 2 SCC 323 andSETH MOHAN LAL vs. GRAIN CHAMBERS LTD. AIR 1968 SC 772 . 25.3 The Supreme Court in SETH MOHAN LALA (supra) observed thus: “The respondent Company is limited by shares and was registered after the commencement of the Indian Companies Act, 1913: the Company has adopted special Articles of Association, but there is no Article which excludes or modifies, Regulation 94 of Table A, and by the operation of Section 18 of the Act that Regulation must be deemed to apply in the same manner and to the same extent as if it was contained in the registered articles of the Company. We are unable to hold that because the company has not incorporated regulation 94 of Table A in its Articles of Association, an intention to exclude the applicability of the regulation to the Company may be inferred. Regulation 94 of Table A is not expressly excluded by the Articles of the Company; that is common ground. It is not excluded by implication; for it is not inconsistent with any other express provision in the Memorandum of the Articles of Association. It, therefore, follows that Regulation 94 must be deemed to be incorporated in the Articles of Association of the Company.” “We are unable to hold that because the Company has not incorporated regulation 94 of Table A in its Articles of Association, an intention to exclude the applicability of the regulation to the Company may be inferred. Regulation 94 of Table A is not expressly excluded by the Articles of the Company; that is common ground. It is not excluded by implication; for it is not inconsistent with any other express provision in the Memorandum of the Articles of Association”. Regulation 94 of Table A is not expressly excluded by the Articles of the Company; that is common ground. It is not excluded by implication; for it is not inconsistent with any other express provision in the Memorandum of the Articles of Association”. 25.4 Sub-para: In VASUDEV RAMACHANDRA (supra) the Supreme Court in paragraph 13 observed thus: “…..The manner of transfer of shares, for the purpose of company law, has to be provided, as indicated by Section 28, by the articles of the company, and, in the absence of such specific provisions on the subject, regulations contained in Table ‘A’ of the 1st Schedule of the companies Act apply.” 25.5 Before we deal with the submissions, it would be relevant to reproduce all the provisions to which our attention was invited by learned counsel for the parties in support of their submissions. Sections 9 & 28 of the Act read thus: 9. “Act to override memorandum, articles, etc.-Save as otherwise expressly provided in the Act. a) the provisions of this Act shall have effect notwithstanding anything to the contrary contained in the memorandum or articles of a company, or in any agreement executed by it, or in any resolution passed by the company in general meeting or by its Board of Director, whether the same be registered executed or passed, as the case may be, before or after the commencement of this Act; and b) any provision contained in the memorandum, articles, agreement or resolution aforesaid shall, to the extent to which it is repugnant to the provisions of this Act, become or be void, as the case may be.” 28. Adoption and application of Table A on the case of companies limited by shares. (1). Adoption and application of Table A on the case of companies limited by shares. (1). The articles of association of a company limited by shares may adopt all or any of the regulations contained in Table A in Schedule I. (2) In case of any such company which is registered after the commencement of this Act, if articles are not registered, or if articles are registered, in so far as the articles do not exclude or modify the regulations contained in Table A aforesaid, those regulations shall, so far as applicable, be the regulations of the company in the same manner and to the same extent as if they were contained in duly registered articles.” (emphasis supplied) 25.6 We would also like to reproduce regulations 26 & 27 in table A of Schedule I of the Act which read thus: 26. (1) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either- (a) to be registered himself as holder of the share; or (b) to mark such transfer of the share as the deceased or insolvent member could have made. 2. The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency. 27. (1) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects. (2) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share. (3) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfer of shares shall be applicable to any such notice of transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member.” (emphasis supplied) 25.7 Similarly, it would be relevant to re-produce Articles 1, 16, 18 & 19 for better appreciation of the submissions advanced on behalf of the learned counsel for the parties. “1. Subject to the provisions of these Articles the regulations contained in Table ‘A’ in the First Schedule to The Companies Act, 1956 (hereinafter referred to as Table ‘A’) shall apply to this company. Transfer and transmission of shares: 16. No share shall be transferred to a person who is not a member so long as any person selected by the directors to be admitted to membership is willing to purchase the same at its fair value. 18. Where any shares devolve on the hems of a deceased member other than one of the persons of the class set out in article 19 below, the directors (may) at their absolute discretion admit such heir as member and recognise the transfer of the shares in his name, or at their discretion without assigning any reason refuse to do so and thereupon the provisions of Articles of these presents regarding the transfer of shares and purchase of shares shall apply to the share so inherited, and the heirs shall be compelled to sell the shares in the manner provided therein to any member or other person chosen by the directors.” 19. Subject to the provisions of the Act, a share holder may, by way of gift, offer or without any pecuniary consideration, transfer any share in the capital of the company to any relative (here relative means the list of relatives specified in the Schedule IA of the Companies Act, 1956) and any share of the deceased member may, subject to the restrictions set forth in these presents, be transferred by his executors or administrators to any of his/her relatives.” (emphasis supplied) 25.8 A conjoint reading of sections 9 & 28 of the Act makes it clear that the Regulations in table A of Schedule I to the Act would be applicable to the extent they are not modified or excluded by the Articles of Association of the Company. Therefore, in a situation where the Articles of Association are silent on a certain aspect pertaining to management of the Company, such as transfer of shares by the legal representatives of a deceased member, the Regulations in table A of Schedule I of the Act would be applicable. Therefore, in a situation where the Articles of Association are silent on a certain aspect pertaining to management of the Company, such as transfer of shares by the legal representatives of a deceased member, the Regulations in table A of Schedule I of the Act would be applicable. 25.9 From perusal of Articles 16, 18 & 19 of the Articles of Association, it is seen they are silent on a right of legal representative of the deceased member to transfer the share standing in the name of the deceased member to any member or any person selected by the Directors to be admitted to membership who is willing to purchase the same at its fair value. Article 18 provides that where any share devolves on the heirs of a deceased member other than one of the persons of the class set out in Article 19, the Directors may, at their absolute discretion admit such heir as member or recognise the transfer of the share in his name. None of these articles speak about the right of the legal representatives of a deceased member. In other words, the Articles of Association are silent in respect of transfer of shares by the legal representatives of the deceased member. 25.10 Perusal of Article 18 makes it further clear that the said Article only deals with transmission of shares and does not deal with the transfer of the shares by legal heirs. Article 16 only imposes restrictions on transfer of shares to non-member and does not speak about transfer of shares by legal heirs. Thus, in the absence of express provision in the Articles of Association pertaining to transfer of shares by the legal heirs, Regulations 26 & 27 in table A of Schedule I to the Act, in our opinion, would apply. In other words, Regulations 26 & 27 enable transfer of shares by the legal representatives of a deceased share holder since there is no specific provision relating thereto in the Company’s Articles of Association. Thus, we have no hesitation in holding that the transfer of the said share by the legal heirs of Kannappa in favour of the first respondent is valid in law. Thus, we have no hesitation in holding that the transfer of the said share by the legal heirs of Kannappa in favour of the first respondent is valid in law. 25.11 Learned counsel for the company and Manchanda submitted that since seriously disputed questions are raised in respect of title of the said share, the learned Company Judge ought to have relegated the first respondent to civil suit. We have independently dealt with the provisions of section 155 of the Act and its scope. At this stage, we would only like to observe that we do not find any dispute whatsoever in respect of the title to the share. Now, it is not in dispute that only one share was allotted to Kannappa and the relevant share certificate is share certificate No.9. We are making such observation in view of the fact that Company is not coming forward to contend that another share certificate bearing some other number was issued to Kannappa. Similarly, the Company has not raised any dispute regarding the rights of K. Jayakumar, K. Rajashekar and Vijaya Narayanaswamy being the heirs and legal representatives of Kannappa. The sole witness, examined on behalf of the Company, has admitted in the cross-examination that they (K. Jayakumar, K. Rajashekar and Vijaya Narayanaswamy) are the heirs of Kannappa. They being the heirs and legal representatives of Kannappa have every right over the property left by Kannappa and so also in respect of the said share. Therefore, it is clear that title is not in dispute and what is in dispute is only genuineness of the certificate. We have already dealt with this grounds of challenge. 26. Thus, the appeals filed by the company and Manchanda deserve to be dismissed. 27.) Insofar as rights of PK are concerned, at the out set, in our opinion, the questions raised by her would not have any effect on the transfer of the said share by the other 3 heirs of Kannappa in favour of the first respondent, since she had not been declared as sole heir of Kannappa and/or would affect these proceedings wherein only one share belonging to Kannappa is in dispute. 26.1 PK, the appellant in OSA No.45/06 had filed a Company Application bearing No.1127/02 for seeking her impleadment in the company petition claiming to be the sole legal heir of Kannappa being his daughter from his wife Rukminiammal and that Jayakumar, Rajashekar and Vijaya Narayanaswamy are illegitimate children of Kannappa through his kept mistress Subhadramma. The case set up by PK is that when she came to know about Arbitration Case 38/90 before the City Civil Court and the decree dated 31.8.90 making arbitration award as a rule of the Court, she challenged the decree by filing A.S.No.23/90 before the City Civil Court, Bangalore. She obtained interim order in those proceedings on 15.11.90. Then, she also filed a partition suit bearing O.S.No.7297/90 before the City Civil Court claiming right in the properties of Kannappa. 26.2 There is no dispute that A.S.23/90 and the partition suit No.O.S.7297/90, both came to be dismissed on 31.3.03 and 30.9.02 respectively. The orders, dismissing these proceedings, became final. In other words, no effort, whatsoever in getting those proceedings restored to file, or to challenge the orders of dismissal in further proceedings, were made by PK. The impleadment application was filed on 22.11.2002 i.e., after dismissal of the partition suit filed by PK. It is against this backdrop, her application for impleadment was opposed mainly on the ground that her claim did not survive for consideration in view of dismissal of her aforementioned two proceedings. It was also opposed on the ground that she is neither necessary nor proper party to the proceedings under Section 155 of the Act. The first respondent contended that PK was set up by the Company and Manchanda to create confusion and that she is an utter stranger and not a legal heir of Kannappa. Her application for impleadment was also opposed on the ground that she never filed any petition seeking rectification under Section 155 of the Act and that her request cannot be considered/gone into by the High Court after 31.5.91 when the jurisdiction was vested in the Company Law Board. Lastly it was contended that her rights cannot be adjudicated in the Company petition. Lastly it was contended that her rights cannot be adjudicated in the Company petition. 26.3 Learned counsel appearing for PK submitted that the moment PK came to know that the question as to whose name should be entered in the register of Members regarding Kannappa was involved in Company Petition No.98/90, she filed an application for her impleadment on 22.11.02 and, therefore, she did not prosecute either A.S.No.23/90 or O.S.No.7297/90. He submitted that the appellant is a necessary, and if not, at least a proper party to the proceeding and therefore she ought to have been impleaded and given an opportunity to contest the matter. The question involved in the petition was whether the petitioner i.e., the 1st respondent herein is entitled to have his name entered in the register of Members in place of Kannappa on the basis that he acquired the title to the share by virtue of transfer made by the legal heirs of Kannappa. Therefore, he submitted, the question being as to whose name should be entered into the register of Members as to the share of Kannappa having arisen and the appellant claiming to be the sole legal heir of Kannappa, she is a necessary and proper party to the proceedings. He then submitted that the application for impleadment was filed with the object contemplated by Order 1 Rule 10 of CPC is to avoid multiplicity of proceedings. Under the said provision, a party can be impleaded at any stage of the proceedings. He then submitted that dismissal of A.S.23/90 and O.S.7279/90 for non-prosecution would not have any bearing on the question as to whether the appellant is necessary and proper party to these proceedings. 26.4 On the other hand, Sri Naganand, learned counsel for the first respondent submitted that PK is a stooge set up by the Company and by Manchanda. He submitted that if Manchanda claims that he purchased one share from Kannappa’s legal heir Rajashekar, it is not open for him to support the claim of PK. He also invited our attention to the fact that Manchand’s lawyer Sri V.A. Mohanarangam who appeared before the learned Company Judge also appeared for PK in AS 23/90. He submitted that if Manchanda claims that he purchased one share from Kannappa’s legal heir Rajashekar, it is not open for him to support the claim of PK. He also invited our attention to the fact that Manchand’s lawyer Sri V.A. Mohanarangam who appeared before the learned Company Judge also appeared for PK in AS 23/90. He then submitted that the Company on one hand defending its action of transferring share at the instance of Rajashekar in favour of Manchanda and on the other hand supporting PK and also asserting that the Company rightly acted on the request of Rajashekar alone for transferring share in dispute in favour of Manchanda without obtaining consent from other admitted heirs and without obtaining and indemnity bond and issuing public notice. Even before this Court he submitted that they are defending their action of transfer of share to Manchanda at the instance of Rajashekar. 26.5 Having considered, the scope of Section 155 of the Act, in our opinion, the claim of PK in any case cannot be examined in the present proceedings. PK never filed any petition seeking same relief, as sought by the 1st respondent under Section 155 of the Act. She even did not approach the company for transmission of the said share in her favour. The questions, whether PK is the sole legal heir of Kannappa; whether her mother was a legally wedded wife of Kannappa, whether she alone has right over the property of Kannappa; whether Jayakumar, Rajashekar and Vijaya Narayanaswamy are, as alleged, illegitimate children of Kannappa; whether they have any right over the property left by Kannappa etc., in our opinion, cannot be gone into in these proceedings. It is not possible to convert the proceedings under Section 155 of the Act into a suit for declaration that PK is the sole heir of Kannappa from his legally wedded wife, more particularly, in the absence of other heirs of Kannappa, when her status as a daughter of Kannappa is disputed by the 1st respondent. 26.6 In our opinion, PK, who never approached the company for transmission of the said share or file an application under Section 155, cannot claim any relief in the application filed by the first respondent. 26.6 In our opinion, PK, who never approached the company for transmission of the said share or file an application under Section 155, cannot claim any relief in the application filed by the first respondent. Even if it is accepted that she is also a daughter of Kannappa, she, at the most would be entitled for partition of the properties left by Kannappa or after establishing her status, may institute proceedings, if any, available in law in respect of the said share. In any case, her claim cannot be examined in the present proceedings to which other heirs of Kannappa are not parties. 26.7 The admission of the Company, in their evidence that Kannappa died leaving behind Jayakumar, Rajashekar and Vijaya Narayanaswamy as the heir of Kannappa, assumes importance in the light of the fact that the civil suit instituted by PK seeking partition of Kannappa’s properties came to be dismissed on merits/for non-prosecution and that PK never made any efforts/attempt to get it restored. In this backdrop, she at the most can seek partition of Kannappa’s properties by filing fresh civil suit for partition against Jayakumar, Rajashekar and Vijaya Narayanaswamy or seek restoration of her suit which came to be dismissed by the City Civil Court vide order dated 30.9.2002. Her right in the properties of Kannappa, in our opinion, if any, will remain intact even she is not added as party to these proceedings. We are satisfied, in any case, she cannot claim any relief in these proceedings. 26.8 In our view, it is not correct to state that without PK or in her absence, no order in the present proceedings under Section 155 of the Act can be made and that her presence is necessary for a complete and final decision on the questions involved in the proceedings. If PK has any cause of action, it is against Jayakumar, Rajashekar and Vijaya Narayanaswamy and not against that 1st respondent. The question of avoiding multiplicity of actions does not arise since the proceedings were already initiated by PK before the appropriate forum asserting her right in the properties of Kannappa. No prejudice whatsoever will be caused to PK even if she is not added as party to these proceedings. The heirs of Kannappa have already transferred the said share in favour of the 1st respondent and, therefore, the question that remains is only rectification of the member Register. No prejudice whatsoever will be caused to PK even if she is not added as party to these proceedings. The heirs of Kannappa have already transferred the said share in favour of the 1st respondent and, therefore, the question that remains is only rectification of the member Register. It cannot be stated that in her absence, a complete and an effective adjudication of the dispute arising cannot be adjudicated. 26.9 It is well settled that a necessary party is one without whom no order can be made effectively, and a proper party is one in whose absence, effective order can be made, but whose presence is necessary for a complete and final decision on the questions involved in the proceeding. We are satisfied, in the present case, PK’s presence is not necessary and that she is not a proper party to these proceedings. The addition of parties is a matter of judicial discretion which, in the present case has been exercised by the learned Company Judge, and it cannot be termed as arbitrary or contrary to well settled principles governing exercise of discretion. 26.10 In the result, we dismiss the appeal of PK with liberty to her to prosecute remedies for seeking appropriate relief in respect of the properties of Kannappa before the appropriate forum. While granting the liberty, we shall not be understood to have expressed any opinion in respect of her right in the properties, of Kannappa. All contentions of the parties in respect thereof are kept open. 27. The Company has filed two applications under Order 41 Rule 27 R/w Section 151 of the CPC seeking production of some new documents in support of their case. In the course of hearing of these appeals, we have perused all those documents though the 1st respondent strongly opposed production thereof. Those documents were sought to be produced, as observed earlier, in support of the new grounds taken by the appellant-Company in the appeal for the first time. Since we have referred to those documents and examined them in the light of the arguments advanced by learned counsel for the parties while dealing with the new grounds of challenge, no separate order on these applications is necessary, and they are also disposed of along with the appeals. In the result, all the three appeals are dismissed with no order as to costs. In the result, all the three appeals are dismissed with no order as to costs. Learned counsel for the appellants, at this state, pray for stay of the Judgment. We are inclined to concede to the request. The Judgment accordingly shall remain stayed for a period of eight weeks from today.