Shoe Specialities Ltd. And Others vs Tracstar Investment Ltd. And Others on 4 April, 1996
In so far as the rectification was concerned, an arguments was taken by the respondents in that case that it is an exercise of quasi-judicial power which is also a discretionary power. Equitable consideration will arise before exercise of that power which depends upon the facts of that case. It is also further contended that equity will have to be decided before granting the rectification. It is not a matter of right. Circumstances like laches, conduct and prejudice also shall be taken into account. The principle of estoppel also can be applied if the facts of the case warrant the same. While considering the said arguments, the Bench held that section 22A(4) of the Securities Contracts (Regulation) Act is mandatory in its terms and the company has to form an opinion, in goods faith, whether registration ought or ought not to be refused on any of the grounds set out in sub-section (5), before the expiry of two months from the date of lodgment. After holding that the company has registered the shares, after forming an opinion in good faith as required under sub-section (4) of the said section 22A of the Act, this court held that in such cases, registration ought not to be refused, and the company has to effect the registration. After holding thus, this court further went on to say at page 745 thus :