The summary procedure prescribed under S. 155 of the Companies Act should not be allowed to be resorted to in matters involving complicated questions such as forgery and fabrication of documents.

JUDGMENT :- On 31-12-1947, the petitioner and one Shantaram then being wife and husband floated the first respondent company as a private limited company. The petitioner was registered as a shareholder in respect of 251 ordinary shares of the 1st respondent company being the subject matter of this petition. The petitioner and the said Shantaram both continued to act as and were directors of the 1st respondent company on 1-7-1955.

2. From the deed of transfer dated 28-6-1955 a copy whereof is annexed as Ex. 2 to the affidavit in reply made on behalf of the 1st respondent company, it appears that the petitioner had signed the deed of transfer in respect of these 251 ordinary shares of the company. In the register of shares of the 1st respondent company as on 1-7-1955 these shares were transferred and registered in the name of the 2nd respondent. From the minutes of the meeting of the directors held on 1-7-1955 it appears that the petitioner and the said Shantaram were both present at the said meeting and the application for transfer of the shares from the name of the petitioner to the second respondent was resolved to be accepted and the shares were resolved to be transferred to the name of the 2nd respondent.

3. I understand from counsel that there have been disputes and differences between the petitioner and the said Shantaram from 1-7-1955. This petition appears to be one of the litigations arising in consequences of such disputes. In para 7 of the petition the petitioner has referred to a suit which she has filed against the 1st respondent company and the said Shantaram. In the written-statement in that suit the minutes of the meeting of the directors held on 1-7-1955 were referred to and annexed. It is the petitioners case that she was never present at such meeting and that no such meeting of directors was held on 1-7-1955. The petitioners contention is that the minutes are fabricated for the purpose of depriving the petitioner of the shares in question and of her position as a director of the 1st respondent company. The petitioner denies having at any time executed a deed of transfer of the kind which is annexed as Ex. 2 to the affidavit in reply made on behalf of the 1st respondent company; the petitioner however does not deny her signature on the deed of transfer. The petitioners case is that the deed of transfer which bears her signature is a fabricated document. In the affidavit in reply made on behalf of the 1st respondent company all these allegations are denied.

4. Mr. Khambatta on behalf of the 1st respondent company has contended that the procedure prescribed under S. 155 of the Indian Companies Act is a summary remedy and should not be allowed to be resorted to in matters involving complicated questions such as have arisen in this petition. He contends that questions of forgery and fabrication of documents are not proper to be tried under the summary procedure of application made under section 155 of the Companies Act. He has in that connection referred me to various text-books. In Vol. VI of Halsburys Laws of England the summary of the purport of the English decisions in this connection appears in Art. 448. The relevant observations in that article are as follows :

"The application may be made by the person aggrieved, ..........It may be by motion or summons or by action commenced by writ. If the Court thinks that the case, by reason of its complexity or on the ground that there are matters requiring investigation or otherwise could more satisfactorily be dealt with by an action, the Court will decline to make an order on a motion, without prejudice to the right of the applicant to institute an action for rectification. An action may, without any direction by the Court, be instituted for rectification of the register, a course which should be followed where there is much complexity, or where other relief is required x x x ."

5. Mr. Khambatta and Mr. Mody both have referred me to the case of Matheran Steam Tr