NATRAJ STORES PRIVATE LIMITED Vs. KRISHAN LAL KOCHAR

JUDGEMENT

(1.) This is an appeal against the order of the learned single judge by which he directed that the names of respondents be entered in the register in respect of the shares of the company .(not exceeding 2500) standing in the name of K.S. Mehta, appellant No. 2. This order was passed on a petition undersection 155 of the Companies Act moved by the respondents for directions that their names should be placed on the register of members of the company appellant No. 1.

(2.) . Appellant No. 1 is private limited company and appellant No. 2 is the managing director. Appellant No. 2, his wife and son constitute the cover-whelming share-holding of the company. The case of the respondents was that appellant No. 2 had agreed to sell 2500 shares of the company of the face value of Rs. 100.00 each for a total sum of Rs. l,25,000.00 and that the said amount had been paid and received by appellant No. 2, that a resolution was passed by the Board of Directors on 1.8.1977 transferring the shares in the name of the respondent and also a further resolution was passed appointing Kochar and Rama Rani as joint directors and the remuneration was also fixed and even they worked for a couple of months, but later on the shares had not been registered in the records of the company and hence the petition.

(3.) . Appellant No. 2 claimed that in fact nothing had been finally settled and relied on an agreement dated 23.6.1977 to show that the shares had been sold at a price of Rs. 100.00 each and that full amount had not been paid and no board resolution had been passed for transferring the shares to the name of the respondents. Various objections were raised before the learned single judge; one of them being that he should not exercise his powers under Section 155 and relegate the parties to the suit. This plea was negatived. Mr. Bindra learned counsel for the appellant again urged before us that the matter raised complicated questions of fact and the proceedings under Section 155 were inappropriate for that purpose. The argument misses the point that it is discretionary with the court under Section 155 to refuse to go into the question if the matter raises complicated question of fact and feels that it is matter to be decided in the regular suit, but that does not mean that there is anautomatic bar to the relief being given under Section 155 simply because one of the parties chooses to raise a defence and call it accomplicated one while the judge finds that the matter is such which he could decide on the material on record without any difficulty. This is what has happened in the present case. The learned judge had noticed the various pleas and has come to the conclusion that the question at issue can be decided on the basis of documentary evidence on record and that it is not necessary to have the matter tried as a suit separately. This approach was within the discretion of the learned single judge and we cannot say that there was any irregularity or illegality in it.