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The transfer of shares held by the petitioners even assuming that there was such a transfer of shares as claimed by respondents Nos. 3 to 6 by the petitioners, it was not effected in accordance with section 108(1) of the Companies Act read with section 12 of the Karnataka Stamp Act, and, therefore, was not valid in law. Therefore, the petitioners continue to be shareholders of the first respondent-company and as such continue to be its members.

46. Point No. 3. - The petitioners, apart from seeking relief concerning them, have also sought for rectification of the register of members of the company of the first-respondent company pertaining to other members of the company. The rectification of the register of members pertaining to other shareholders whose names are mentioned in the petition as well as in the prayer portion of the petition. The contention of the petitioners is that section 155 of the Companies Act is wide enough to enable the petitioners to seek rectification of the register of members of the first-respondent company pertaining to other members other than the petitioners. The rectification is sought on the ground that the transfer of shares by those shareholders has not taken place in accordance with law, inasmuch as on the dates on which these transfers are alleged to have taken place, no meeting of the board of directors had taken place. It is contended that on October 14, 1984, April 6, 1985, May 18, 1984, and November 16, 1986, several shares pertaining to the other members whose names are mentioned in the petition are alleged to have been transferred. But in fact, no meeting of the board of directors took place on those dates and no distinctive numbers were assigned and the shares transferred were more than the shares allotted by the company and the same distinctive numbers were given to several others. It is submitted that section 155 of the Act is wide enough to enable the petitioners to seek and the court to grant such a relief. On the contrary, it is contended by Sri Jayaram, learned counsel appearing for respondents Nos. 3 to 6 that those persons who are not the petitioners and who have transferred their shares on receiving the consideration and have no grievance to make; if at the instance of the petitioners they are to be restored as shareholders of the company, on certain irregularities in the proceedings and in the records of the company in the matter of transfer of shares, this court will be restoring the contract without affording an opportunity to one of the contracting parties and without ascertaining as to whether they are still ready to continue as members of the company. It would amount to forcing the contract upon them and the court cannot make a contract for the parties. It is also submitted that without those persons before the court, no such relief can be granted. It is also further contended that the nature of the proceeding under section 155 of the Act being a summary proceeding, the question as to whether the persons other than the petitioners have transferred the shares, etc., need not be gone into. If the other persons are aggrieved, it is always open to them to seek redressal in accordance with the provisions of the Act.

"155. (1) If -
(a) the name of any person -
(i) is without sufficient cause, entered in the register of members of a company, or
(ii) after having been entered in the register is, without sufficient cause, omitted therefrom; or
(b) default is made, or unnecessary delay takes place, in entering on the register the fact of any person having become, or ceased to be a member;

the person aggrieved or any member of the company, or the company, may apply to the court for rectification of the register.

(5) The provisions of sub-sections (1) to (4) shall apply in relation to the rectification of the register of debenture holders as they apply in relation to the rectification of the register of members."

48. The Supreme Court in Public Passenger Service Ltd. v. M. A. Khadar has held that (headnote of AIR) :

"Where by reason of its complexity or otherwise the matter can more conveniently be decided in a suit, the court may refuse relief under section 155 in exercise of the discretionary jurisdiction and relegate the parties to a suit."

55. It is contended by Sri. A. N. Jayaram, learned senior counsel appearing for respondents Nos. 3 to 6, that section 155 of the Act incorporates equity jurisdiction. The petitioners who have transferred the shares through respondent No. 2 and thereafter it is respondent No. 2 who has set them up, their conduct is not bona fide, therefore, in equity they are not entitled to invoke the jurisdiction under section 155 of the Act and the court will not be justified in exercising jurisdiction in their favour. It is also submitted that it is well-known that he who comes into equity must come with clean hands. As long as it is not proved that petitioners Nos. 1, 2, 3 and 5 are not paid the consideration and petitioner No. 3's transfer form itself has not been produced and one of the petitioners only affixed her thumb mark and does not know how to sign; even then her signature is found on the transfer form, the transfer forms are invalid as pointed out under point No. 2, it is not possible to hold that the petitioners are not entitled to invoke jurisdiction under section 155 of the Act. If in such a case the court refuses to exercise the jurisdiction under section 155 of the Act, it would be only putting a premium on the several illegalities noticed by us during the course of this judgment pertaining to the alleged transfer of shares by the petitioners. Any illegality or any conduct lacking in bona fides on the part of the second respondent, cannot be passed on to the petitioners so as to deprive them of their existence in the company as shareholders. They are entitled to protect and safeguard their existence within the four corners of law as shareholders of the company. Therefore, we are of the view that the petitioners cannot be refused relief on the ground that they lack bona fides as they cannot be held to be guilty of such conduct, we are of the view that it is not proved that petitioners Nos. 1, 2, 3 and 5 have committed any act which lacks bona fides. Of course, as far as Lakshmishappa is concerned, we have already pointed out with regard to receiving of a sum of Rs. 55,000 stated to be the consideration for transfer of 550 shares. But in this regard we have already pointed out that the share transfer form executed by Lakshmishappa is invalid. Therefore, the transfer of share from Lakshmishappa in law cannot be held to have taken place. Therefore, Lakshmishappa cannot be held to have ceased to be a member of the company. Hence we are of the view that the petitioners cannot be refused relief in so far as it relates to them. But the relief sought for by them relating to other members of the company other than the petitioners who have sold their shares, we are of the view that the same cannot be granted in this petition because we do not know whether others are willing to continue as members of the company and in that event first they must be prepared to refund the money they have received towards the transfer of shares and must also be willing to continue as members of the company with all the consequences that flow from it. It is true that section 155 of the Companies Act is widely worded and it is possible in a given case to grant relief covering the persons other than the petitioners who invoke jurisdiction under section 155 of the Act. In the instant case, all those persons who have transferred their shares as long back as in the year 1986 have not chosen to make any grievance even to this day. In such a situation if we accede to the request of the petitioners, as contended by Sri Jayaram, learned counsel for respondents Nos. 3 to 6, we would be forcing a contract upon all those persons who are not before us to continue to be the shareholders of the company. Hence we are of the view that rectification of the register of members of the company sought for the petitioners in respect of the persons other than the petitioners, as stated in the petition, cannot be granted in this petition. However, we make it clear that several grounds urged for the rectification of the register in respect of others, will be available to the petitioners to urge the same in a petition for winding up. Therefore, we do not want to express any opinion finally with regard to several other illegalities such as, duplication of distinctive numbers, transfer of shares of other members increasing the number of shares, the meetings of the board of directors alleged not to have taken place on October 24, 1985, April 6, 1985, and April 5, 1984, the dates on which the several transfer of shares are stated to have taken place as per the proceedings of the minutes of the board meeting, non-issue of the share certificates, etc., as alleged in the petition. These grounds, if proved, do fall within the scope of just and equitable grounds for winding up of the company, in the connected company petition which has been dismissed on the ground that the petitioners have ceased to be members of the company. Therefore, we do not propose to consider the several other illegalities alleged in the petition and the evidence adduced in that regard in this case. As already pointed out, the same can be urged and gone into in a petition for winding up which is filed by the petitioners. Accordingly, point No. 3 is answered as follows :