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9. Subsequently, though directions were issued for completing the pleadings in this case the respondents filed an application, namely, C. A. No. 324 of 1996 on October 8, 1996, raising a preliminary objection and praying for dismissal of this petition as being barred by law. While denying the allegations in the main petition and reserving their right to file detailed reply the respondents prayed for adjudication of the preliminary issue raised in the application. According to the application the petition is not maintainable in view of the Depositories Act, 1996. This Act which was preceded by the Depositories Ordinance, 1995, promulgated on September 20, 1995, and re-promulgated on March 27, 1996, and August 12, 1996, ultimately became an Act with the assent of the President. By this, the scope of Section 111 of the Companies Act has been restricted to private companies and deemed public companies only. A new Section 111A has been introduced in the Companies Act to bring within its ambit companies other than those covered under Section 111. In the circumstances, all public companies are to be covered by Section 111A and not by Section 111. Thus, as on the date of the petition, there was no law permitting rectification of register of public companies as prayed for in the petition.

22. Section 111A which was introduced by the Depositories Ordinance, with effect from September 20, 1995, has undergone changes subsequent to the filing of the petition, As already stated the petition was filed on January 11, 1996, the Depositories Ordinance originally having been promulgated on September 20, 1995, repromulgated in March 1996, and further repromulgated on August, 1996, contained the following provisions as on the date of filing the petition ;

"111A. Rectification of register on transfer.-(1) In this section, unless the context otherwise requires, 'company' means a company other than a company referred to in Sub-section (14) of Section 111 of this Act.

(b) the provisions of Sub-section (3) of Section 111A were recast to read as follows and while doing so has included one more ground for seeking rectification of register before the Company Law Board, namely, "the transfer is in contravention of any other law for the time being in force." The rearrangement of the words in Sub-section (3) while adding the above additional ground according to Shri M. G. Ramachandran has lot of significance in conveying the intention of Parliament :

"(3) The Company Law Board may on an application made by a depository, company, participant or investor or the Securities and Exchange Board of India, if the transfer of shares or debentures, is in contravention of any of the provisions of the Securities and Exchange Board of India Act, 1992 (15 of 1992), or regulations made thereunder or the Sick Industrial Companies (Special Provisions) Act, 1985 (1 of 1986), or any other law for the time being in force, within two months from the date of transfer of any shares or debentures held by a depository or from the date on which the instrument of transfer or the intimation of the transmission was delivered to the company^ as the case may be, after such inquiry as it thinks fit, direct any depository or company to rectify its register or records."

26. Elaborate arguments were advanced by Shri M. G. Ramachandran, advocate for the petitioners, to state that the amendments brought about on January 15, 1997, are clarificatory in nature to reflect the intention of Parliament in amending the Companies Act with regard to a right available to the investor to seek rectification of the register. According to him the subsequent amendment in January, 1997, by rearrangement of the words in Sub-section (3) has clarified the intention of Parliament, namely, not to take away the jurisdiction of the Company Law Board when an investor seeks rectification of the register. He would like us to read the amended Section 111A(3) to consist of two parts as follows :