The discretionary nature of the court's jurisdiction under Section 155 of the Companies Act and the equitable considerations involved in rectifying the share register.

( 1 ) PETITIONERS seek rectification of the Register of Members of the 1st respondent-Company (referred as 'the Company'), with a declaration that 21 persons named in the petition are members of the Company with their respective share-holding as shown therein. It is stated in the petition that the nominal issued subscribed and paid up capital of the company is Rs. 10 lakhs divided into 10,000 equity shares of Rs. 100/ -. The main object of the company is to construct theatre/cinema hall, business complex, auditorium and exhibit cinematograph films. The 2nd respondent who owns lands in Sy. No. 68/4 and 68/5 of Nagasctty village (which is part of Bangalore city and the area is developing into a good residential locality and is known as Rajmahal vilas Extension, II stage); the 2nd respondent obtained 'no objection certificate' in the year 1978 to set up a cinema theatre and obtained the building plan sanctioned; and to further his objectives, he floated the company with the help of k. N. Scshadri. The company was incorporated in the year 1978. K. N. Seshadri and the 2nd respondent were the first Directors and they are to hold office for life and to act as Managing Directors alternatively for a period of 5 years each, while other directors arc to hold office till the third annual general meetings held after their respective appoints etc. (vide Article 12 of the Articles of Association ). Accordingly k. N. Seshadri was the Managing Director till 30-11-1983, as per the averment in the petition and thereafter 2nd respondent was the Managing Director. It is the case of the petitioners that 2nd respondent leased 19 guntas of land belonging to him to the company for a period of 40 years and the lease deed was registered in the year 1982. The company, however, had obtained possession of the land earlier, by virtue of an agreement. K. N. Seshadri suggested the name of Dr. B. G. S. Murthy, who was his close relative and who was a non-resident, to be introduced in the company; in august, 1982, 2nd respondent, K. N. Seshadri and said B. G. S. Murlby agreed to manage the affairs of the company on partnership principles, with each of them holding l/3rd of the share capital of the company. Dr. Murthy, accordingly brought in Rs. 3,10,000/- to the company and there was progress in the construction of the theatre. Initially the company allotted 6,410 shares, as per the Return filed by the company on 29-6-1983; in January, 1985, 50 shares were allotted to Smt. Nirmala and in march, 1985, 3540 shares were allotted to four other persons i. e. , Smt. Kalavathi, smt. Parvathamma,g. N. Byra Reddy and V. Venu, in different numbers. The petitioners assert that though shares were allotted by the company, share certificates were never issued by the company. In the year 1983, differences arose between seshadri and 2nd respondent and the construction work came to a stand-still; there were other differences also amongst the members of the company. To enable borrowings for the company, petitioners executed personal guarantees. The construction work of theatre was entrusted to the 2nd respondent; he had to obtain loan from Cor poration bank and in that behalf he came into contact with one P. K. Alva, the then asst. General Manager of the Corporation Bank; in addition to the loan obtained from the Bank, he assured to get other loans from private financiers. For this pur- pose, P. K. Alva, called upon the 2nd respondent and the members of his group to pledge their shares of the company by executing blank share transfer forms. Blank share transfer forms were executed by the 4th petitioner and another and handed over to P. K. Alva. Said P. K. Alva subsequently tried to destabilize the management by making wrongful use of the blank share transfer forms executed by the 4th petitioner. The petitioners further state that P. K. Alva attempted to interfere with the construction work of the theatre; hence 2nd respondent filed a suit O. S. No. 2943/1986 again