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6 By its impugned order passed on the company petitions of Mehboob and Yasmin for rectification, the CLB set aside the Board resolutions of 13 December 2008 (to the extent it related to Mehboob and Yasmin) and 12 September 2011 (resolving deletion of the names of Mehboob and Yasmin from the register of members) and directed the Company to transmit 726 shares to Mehboob and 128 shares to Yasmin and enter their names in the register in respect of the respective shares. An undertaking was, however, directed to be filed by the transferees not to deal with these shares without prior approval of this Court in the pending administration suit, i.e. Suit No.2855 of 2008. The company petition of Farida (C.P. No.41 of 2011) for rectification of register in respect of 278 shares of late Ayub by giving effect to the will executed by Ayub, was disposed of by reserving liberty to her to revive her petition after the conclusion of the pending administration suit before this Court. Aggrieved by the order, Afzal and Aslam, (original Respondents to the rectification petitions) have filed two separate appeals, Company Appeal No.55 of 2014 and 56 of 2014, challenging the impugned order on the two separate company petitions for rectification, namely, C.P. Nos.40 and 42 of 2011 of Mehboob and Yasmin. Farida, on the other hand, has challenged the order on her petition (C.P.No.41 of 2011) to the extent the CLB refused to grant her prayer for rectification.

finding of the CLB on the Board resolution of 12 September 2011 was without jurisdiction and null and void by reason of dismissal (as not pressed) of the amendment application introducing a challenge to the resolution, appears to be hyper technical and is decisively devoid of any substance. The allegation is that the order is without jurisdiction and amounts to miscarriage of justice for two reasons - one, the resolution was not the subject matter of challenge in the company petitions for rectification of register of members, and two, the Appellants had no opportunity to join issue and deal with merits of the challenge in the rectification petitions. It is, however, pertinent to note that the validity of the resolution of 12 September 2011, by which the Board of Directors had resolved the original transfer of shares from Ayub to the joint names of Ayub and Mehbhoob, and Ayub and Yasmin, to be null and void as being violative of the Articles, was very much a subject matter of challenge in the companion company petition, namely, Company Petition No.96 of 2011. In fact, that was one of the main grounds on which the grievance of Mehboob and Yasmin about oppression and mismanagement by the Appellants herein was premised. Company Petition No.96 of 2011 was heard by the CLB along with the rectification petitions, namely, Company Petition Nos.40, 41 and 42 of 2011. The parties had very much joined issues on the validity of the resolution of 12 September 2011 in Company Petition No.96 of 2011. After hearing the parties fully, the CLB passed an order holding the resolution to be illegal, whilst directing rectification of register of members, in Company Petition Nos.40 and 42 of 2011 of Mehboob and Yasmin, respectively. Merely because this order was passed in the rectification petitions of Mehboob and Yasmin instead of the oppression and mismanagement petition of Mehboob, Yasmin and Farida, it cannot possibly be suggested that the order is either without jurisdiction or amounts to miscarriage of justice. Both orders on the rectification petitions and the oppression and mismanagement petition were passed on the same day after hearing the parties. Learned Counsel for the Appellants has not been able to show a sat 13/24 coappl 55-2014 single plea which the Appellants could not take, or a single document which the Appellants could not produce, in support of the validity of the resolution of 12 September 2011 because of the dismissal of the amendment application of the original Petitioners as not pressed.

As is apparent from the provisions quoted above, there are three sat 15/24 coappl 55-2014 categories of persons who may file an appeal before the CLB for redressal, namely, (i) the person aggrieved (by such refusal, entry or omission, or default or delay), (ii) any member of the Company and (iii) the Company itself. On the other hand, the grievances themselves may arise in three different ways, namely, as a result of (a) refusal to register any transfer or transmission, (b) entering or omission of a name without sufficient cause and (c) default or delay in entering or omitting any name. Insofar as grievance (a) is concerned, obviously the aggrieved person or any member alone could file an appeal. There is no question of a company carrying the matter before the CLB, since the appeal in this case actually challenges an action of the company, namely, refusal to register a transfer or transmission. So also, in the case of (c), the appeal could only be by a person aggrieved or a member, since the challenge is to the default or delay on the part of the company. That leaves the company as a prospective applicant (in addition to a person aggrieved or a member) only in the case of (b), that is to say, where there is any entry or omission in the register without sufficient cause. The subject of challenge even in such case is not the actual making of an entry or omission on the part of a company, but existence of a name or omission in the register. If a name exists on the register, without there being a sufficient cause, or a name which originally existed stands omitted in the register, again without a sufficient cause, the company may be aggrieved and may, in that case, apply to the CLB for rectification of register. In other words, it is not the act of entering or omitting a name, but the subsistence of such entry or omission, which gives rise to a grievance insofar as the company is concerned.

15 The reason for not reserving unto the company the power to correct a subsisting entry (as opposed to making of an entry or omission occasioned by allotment, transfer or transmission) in the register is not far to seek. The register of members of a company is an important public sat 18/24 coappl 55-2014 document and its sanctity cannot be tampered with except in accordance with law. This question was considered by Madras High Court in the case of P.V. Damodara Reddy vs. Indian National Agencies Limited 5. In that case, the Applicants before the Court in an application for rectification of register were duly entered on the register of members as allottees of shares. The directors later resolved to cancel the allotment and proceeded to remove their names from the register. This is what Madras High Court said in that case: