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7. It was very strenuously contended before me that section 155 confers jurisdiction on the court for rectification of register albeit only in those cases where relief can be granted in summary manner. It precludes or forbids examination of intricate and complex questions of title to shares. Section 150 casts an obligation of a company to maintain a register of members. "Member" is negatively defined as not to include a bearer of a share-warrant of the company issued in pursuances of section 114 of the Act. Ordinarily, in a company limited by shares, a shareholder is member of the company. Entry of the name of shareholder in the register of company is conclusive proof of the title accepted and recognised by a company of shareholder to the shares he holds. As there is obligatory duty to maintain a register of members, section 155 provides for rectification of register, and court can exercise jurisdiction for directing rectification of register, if it is shown to the court that 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 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 power to apply for rectification is conferred on the person aggrieved, or any member of the company, or the company, and application has to be made to the court prying for rectification of register. On such an application being made, court has power under sub-section (2) either to 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. The court has further discretion in the matter of costs. Then comes sub-section (3) which is material. It reads as under :

10. Now, on a conspectus of various clauses of section 155, it becomes crystal clear that when an application for rectification of register is made, alleging that the petitioner is a shareholders and in respect of his holding, his name is required to be entered in the register of members, or that his name has been omitted without sufficient cause, and in such an application, if a dispute if raised, that the petitioner is not entitled to the shares, or the petitioner's title disputed, then not only the court can examine the question of title, which examination must involve assertion of the petitioner as to how he claims title to the shares, and grounds on which respondents deny the title to the petitioner. A clear controversy about title of the share is bound to arise. More often when, in a special statues, there is special forum on which limited jurisdiction is conferred, a question is more often raised : whether such a forum created by a special statute, with a special limited jurisdiction, court decide the question incidentally arising while exercising the limited jurisdiction. To thwart such a controversy, it is made crystal clear that not only the court can examine the question of title that may arise in an application under section 155, but it would also have the jurisdiction to decide other questions which may arise as ancillary of incidental to the main controversy and the court cannot be asked not to decide them on the ground of lack or want of jurisdiction because the statute specifically confers such wide jurisdiction. There was definite purpose behind enacting sub-clause (b) to sub-section (3), namely, to thwart any suggestion that the court cannot clutch at jurisdiction and decide the question which do not directly fall under section 155, or, for that matter, under any other provisions of the Companies Act. In order to make section 155 an effective remedy for a relief, for placing one's name on the register of members or for compelling the company to omit some name, which name has been wrongly placed, not only the Companies Act has conferred right on aggrieved person, to move the court under section 155, but created a forum, namely, the court hearing matters under the Companies Act, and widened the jurisdiction by conferring power on the court not only to decide the question of title, but also to decide all questions which are ancillary and incidental to the main question. Even there, Parliament did not use the well-known expression "questions which are ancillary or incidental to the main question", but used the expression of wider amplitude when it leaves to the court "to decide all and every questions that may arise in such a petition and which the court considers necessary or expedient to decide in connection with application for rectification". When it is said that the court may decide the question ancillary or incidental to the main dispute, while exercising jurisdiction conferred by a special statute, it would always be necessary to decide whether other questions are ancillary or incidental to the main question. You cannot exercise collateral jurisdiction for collateral purpose. But sub-clause (b) of sub-section (3) confers a much wider jurisdiction when it leaves to the court's discretion to decide all those questions which the court considers necessary or even expedient to decide in connections with application for rectification. In other words, jurisdiction conferred by section 155(3) is comprehensive jurisdiction which enables the court in application under section 155 to examine all questions, complex, intricate or otherwise, relating to the title to the shares, and further enlarges the jurisdiction of the court set up under the Companies Act to decide all those questions, which the court considers necessary or expedient to decide in connection with application for rectification. In the words, when an application for rectification of register is made, it would be open to the court while considering the main relief to decide all questions that may arise in such an application on rival contention. To illustrate, if a petitioner asserts title to the shares and the respondent contends that title was acquired by a forged document, forgery would be put in issue and it would be necessary to decide the issue of forgery before the main prayer for rectification of register can be granted. Take another illustration, if a petitioner claims that he is the owner of certain number of share and his name must appear on the register of members and the respondents come and contend that the transfer is be name or without consideration or in fraud of creditor, all those questions will have to be determined before the main relief is granted. To look at the problem other way would be to deny jurisdiction of such a widest amplitude conferred on the court. If a mere assertion on the part of the respondent that the issue of fraud will have to be decided or the issue of forgery will have to be determined, or the issue of want of consideration will have to be examined or the issue as to conspiracy will have to be examined, by mere assertion in the affidavit-in-reply these persons would be able to oust the jurisdiction of the court because it can be safely stated that these questions are bound to arise and the court cannot examine them in an application under section 155. If the jurisdiction under section 155 is limited to those case where there is not much of a dispute, where parties agree, where there is consent, where there is formal objection, what purpose was there to be achieved introducing sub-section (3) in which it is made abundantly clear that a question relating to the title of person claiming share being put in issue can be examined by court and Parliament did not stop at that, but went further and said that not only examine the question of title which the court would have jurisdiction to examine, but the court may also examine all those questions which the court considers necessary and expedient to decide in order to grant or refuse the main relief. If any given respondent were to come and say that the transfer form lodged by the petitioner who claims to be a member is a forged one, such mere assertion itself would be sufficient to throw out the petitioner, because an issue as to forgery would raise intricate or complex questions of civil law and cannot be examined in a petition under section 155. I am afraid, such a jurisdiction of wide amplitude would be rendered fruitless and nugatory, and the purpose behind introducing a section like 155 would stand defeated. It would be a teasing illusion of doubtful legal utility. This becomes crystal clear for it can be said that if the company admits the dispute, why force the petitioner to come to the court. If the claim is lodged with the company, board of directors is absolutely powerful to decide the issue, and if the company through its board of directors accepts the claim lodged by the petitioner, nothing further is required to be done. Would it be a fair proposition to assert that a mere dispute is sufficient to oust the jurisdiction of the court under section 155 ? Answer must obviously be in the negative.

13. Let me at the outset notice relevant rules of the Supreme Court (1965 revision) framed under the Companies Act, 1948, and styled as Court Procedure (England). Rule 3 provisos that an application under section 116 of the Act for rectification of the register of members of a company may be made by originating summons or originating motion. Rule 4 provides for those applications which ought to be made by originating motion. Rule 4 provides for those applications which ought to be made by originating motion. Rule 5 provides for those applications which must be made by petition. It may be noted in passing that in England an application for rectification of register under section 116 has to be made by an originating summons or originating motion. Under our Companies Act, section 643 confers power on the Supreme Court to frame rules and in exercise of those powers the Supreme Court has framed the Companies (Court) Rules, 1959, which came into force on 1st day of October, 1959. Rule 10 provides that, unless otherwise provided by the rules or permitted by the judge, all applications under the Act shall be made by petition or by a judge's summons as hereinafter provided. Rule 11 provides those application which ought to be made by petition. Item (6) of rule 11(a) provides that an application under section 155 for rectification of the register of members shall be made by petition. Sub-clause (b) of rule 10 provides that all other applications under the Act or under the Rules shall be made by a judge's summons, returnable to the judge sitting in court or chambers as hereinafter provided. First distinction which, therefore, comes to surface on comparison of the provisions is that in England an application for rectification of register has to be made by an originating summons or originating motion, though my attention was also drawn to the provisions prior to the 1965 Rules. I do not propose to take them at present into consideration, because for the purpose of the present contention under examination rules as are found in 1965 rule are sufficient to bring out the distinction herein above pointed out by me.

18. With this statutory position being kept in the background let me turn to some of the diffusion to which my attention was drawn at the hearing of this matter. Before I advert to these decisions, I would start by referring first to Halsbury's Laws of England, fourth edition, volume 7, page 178, para. 309, wherein the following is to be found :

"The application must be made to the court having jurisdiction to wind up the company. It may be initiated by originating summons or originating motion or by an action commenced by writ. If by reason of its complexity or on the ground that there are matters requiring investigation or otherwise the court thinks that the case could more satisfactorily be dealt with by and action, it will decline to make an order on a motion, without prejudice to the right of the applicant to institute an action. An action may be instituted for rectification of the register without any direction by the court, a course which should be followed where there is much complexity, or where other relief is required. The court will not give substantive relief by way of rectification of the register on an interlocutory application in an action, nor will it rectify the register in the absence of third parties whose rights will be affected by the rectification." The last line in the quotation will be sufficient to reject one of the contentions of the respondents that as a relief is sought also against some persons who are non-members, the petition is not maintainable, because it in terms says that if relief cannot be granted without the presence of third party, the court will not rectify the register in the absence of third party, meaning that if those third parties are impleaded as respondents, the court could proceed to inquire into the allegation of the petitioner and court's jurisdiction would not be lost merely because third parties are required to be impleaded. Now, let it be remembered that an application for rectification has to be initiated by originating summons or originating motion or by an action commenced by a writ. Ordinarily, in such proceedings parole evidence is generally avoided. Where disputed questions of fact arise in a proceedings before a court exercising writ jurisdiction, it would ordinarily decline to examine them leaving the party to the ordinary remedy of a suit though the recent trend is that the court should not avoid examining it if it is necessary to do justice between the parties. At an appropriate stage in this judgment I will refer to one decision of the Supreme Court against the judgment of this High Court wherein the Division Bench of this High Court has heard parole evidence for a good number of days and that aspect was sought to be commented upon in the Supreme Court and the decision of this High Court was affirmed. Therefore, merely because parole evidence may become necessary that itself would not deprive jurisdiction if the court otherwise possess it. But in England where the prescribed procedure required that an application for rectification must be made by an originating summons or motion or by an action commenced by writ, it brought within its wake the limitations imposed upon courts that in such proceedings disputed questions of facts are not investigated and the party is relegated to a suit and the court may decline to make an order on motion. The court would thus decline jurisdiction as the matter was commenced by originating motion. It is not said that such would be the approach of the court in the matter brought before it by way of petition. Therefore, the proposition hearing above quoted cannot be construed to mean that as soon as some complex questions arise even when action is commenced by a petition for rectification of register, the court on that ground alone has no jurisdiction to proceed with the matter or in its discretion and wisdom must decline to proceed with the matter. Bearing in mind the relevant important distinction about how the action for rectification in England and in India is to be commenced, which again suggests the procedure the court must adopt in dealing with such action, it is not correct to accept the view that the jurisdiction of the court while dealing with a petition under section 155 is of a summary nature. Same would be the position while dealing with decisions of courts in India and especially the Bombay High Court prior to 1st October, 1959, when the Companies (Court) Rules came into force.