Salil K.Roy Chowdhury, J. - (1.) This is an application under Section 155 of the Companies Act, 1956, for rectification of the share register and/or register of members of the respondents by inserting the name of the petitioner in place and stead of the transferors, respondents Nos. 2-4, in respect of the shares mentioned in the petition and for consequential reliefs.
(2.) The facts are so short and simple that I am really surprised to and that the matter can be dragged on for such a long time on unnecessary hypothetical questions being raised which is based on an earlier application by another company being B.K. Holdings P. Ltd. ([1983] 53 Comp Cas 367 (Cal)), belonging to the same group of the petitioner company which failed in the trial court and is pending in appeal. On the facts of that case, being a trial, it was held to be hit by the Securities Contracts Regulation Act, and the matter is pending in appeal.
(3.) The petitioner has purchased two blocks of shares from respondents Nos. 2-4 and paid consideration monies for the same as would appear from the two letters dated 7th March, 1980, and the two agreements one dated 7th March, 1980, and the other dated 21st July, 1980. From the said letters and the agreements which are annexed to the petition it is quite clear that the petitioner has duly paid the consideration for the said shares, which were purchased from respondents Nos. 2-4, and also, the agreements for sale really make it clear that the said shares were purchased against full payments and were "spot delivery" contracts, that is, delivery of the shares were made along with the duly executed transfer deeds by the sellers to the purchasers against payments of the price for the said shares at the rate of rupees 100 per share. The said documents are not challenged at all by the company but the company is trying to raise a cloud and suspicion in the mind of the court by alleging some sort of cornering or arrangement to purchase block of shares from a group of shareholders of the respondent company with a view to get control of the respondent company and there is an alleged fraud and collusion between the transferor and the transferee, and, one of the attempts by B. K. Holdings P. Ltd., a sister concern of the petitioner-company, having failed in the trial court, which matter is pending in appeal, the present application has been made by getting the agreements and the letters executed by the transferors without actual payments. In my view, there should be a limit to making allegations in affidavits in an application under Section 155 of the Companies Act, 1956, with a view to make it a complicated and disputed question of fact, if possible, by alleging imaginary fraud, collusion and illegality, as the company has tried to do, by an eminent counsel appearing for them. But it is a well-settled principle that when there are admitted documents which cannot be disputed and are in fact, admitted, they should be relied on, more than disputed questions of facts either oral or by affidavits, and suggestions were made so that the matter should be tried on evidence following the principle laid down in the case of Daddy S. Mazda v. K. R. Irani [1977] 47 Comp Cas 39 (Cal).;