P L D 1968 Supreme Court 412 (PLP)

HAMOODUR RAHMAN, J.‑This is an appeal by special leave from the judgment of a Division Bench of the High Court of East Pakistan in a proceeding under Article 98 of the Constitution. This proceeding was instituted to have certain certificates (wrongly described as registrations), issued by the Registrar of Joint Stock Companies, East Pakistan, on the 20th September 1966, in respect of the change of situation of the registered office of the respondent‑Association from 876‑Asadganj Road, Chittagong to 928/A, Amir Ali Choudhury Road, Chittagong and in respect of returns of the particulars of the members and office‑bearers of its executive committee said to have been elected on the 11th January 1964, and the 13th December 1965, declared null and void and to have them rescinded or cancelled. In this petition there was also a prayer for restraining the present appellant and the Registrar of Joint Stock Companies by an order of injunction from giving effect to the impugned certificates or interfering with or disturbing in the functioning of the respondent in any manner, whatsoever, by using the impugned certificates of the 20th September 1960. The High Court on the 22nd November 1966, passed the following ad interim order :‑ "We accordingly pass an order of injunction restraining the respondents Nos. 1 and 2 from giving effect to the impugned registrations granted by respondent No. 1 on the 20th September 1966, in respect of the change of situation of the Registered Office of the Group from 876, Asadganj Road, Chittagong to 928/A, Amir Ali Choudhury Road, Khatunganj, Chittagong and in respect of Returns of the Particulars of the members and office‑bearers of the Executive Committees alleged to have been elected on the 11‑1‑64 and 13‑12‑65 and further restraining the respondents from interfering with the functioning of the petitioner‑company in any manner until the disposal of the Rule in Petition No. 544 of 1966." Thereafter the main petition under Article 98 of the Constitution was heard and disposed of by a judgment delivered on the 8th August 1967, whereby the petition was allowed and the impugned certificates were declared to have been made illegally and, as such, to be of no legal effect. The circumstances in which the petition under Article 98 of the Constitution came to be made may be briefly stated as follows An Association called The Chittagong Timber Merchants Association was originally registered as a Company not for profit, under section 26 of the Companies Act, 1913, under a trade licence obtained from the Department of Commerce, Government of East Pakistan. Subsequently, after the Trade Organizations Ordinance, 1961 (XLV of 1961) came into force, the said Association was wound up and re‑constituted as the East Pakistan Timber Merchants Group (respondent No. 1), with its office at 876‑Asadganj Road, on the 27th June 1963. This group also got itself registered with the Registrar of Joint Stock Companies, under the said section 26 of the Companies Act, on the basis of a licence granted under section 3 of the Trade Organizations Ordinance, 1961, on the 16th July 1963. It then under section 72 of the Companies Act gave notice to the Registrar of the situation of its registered office at Asadganj Road as also filed its Memorandum and Articles of Association. Under Article 16(1) of the said Articles of Association the group was to be managed by an executive committee to be elected within 90 days of its incorporation, but till then its work was to be carried on by an ad hoc Committee composed of the ten subscribers to the Memorandum and Articles of Association, headed by one Syed Abmad Mian as its Chairman. This ad hoc Committee, it is said, was formed with the approval of the Director of Trade Organizations and started functioning under the provisions of the Trade Organizations Ordinance but the executive committee could not be elected within the period prescribed. Article 16(1) was, therefore, amended to enlarge the period to 180 days. Consequential amendments to Article 19(1) of the Articles of Association relating, to the holding of first General Meeting, were, however appellant, who was then the Secretary of the Group, nevertheless, issued notices purporting to call a General Meeting to be held on the 11th January 1964, at the registered office of the Group, at 2 p.m'., for electing the first executive committee. On the 11th January 1964, after the meeting had commenced but before the agenda could be taken up, one of the members of the Committee raised objections to the validity of the notice convening the meeting on the ground that under the existing Articles of Association no General Meeting could be held unless 30 clear days' notice had been given and since the notice issued did not comply with these provisions the meeting had been illegally called. On this objection the meeting was ultimately dissolved and a resolution was passed to the effect that the ad hoc Committee would meet again on the next day, that is, the 12th January 1964, at the registered office, at 876‑Asadganj Road, to arrange for a fresh date for the meeting with the approval of the Government and for considering the resignation letter of the appellant submitted on the 10th January 1964. This, it is alleged, led the present appellant to walk out of the meeting carrying the Minute Book with him in spite of the protests of the Chairman and other members. Unfortunately, the General Meeting could not be convened on any subsequent date due to the non‑amendment of Article 19(1) of tile Articles of Association but on the 12th January 1964, it was announced in the local newspapers that the appellant and some other members of the Group had purported to hold a meeting at 928/A, Amir Ali Choudhury road Chitagong and to elect an executive committee with the appellant as its Chairman. The original ad hoc Committee accordingly met on the 12th January 1964, at the registered office at 876‑Asadganj Road and resolved to move the Government for permission to make the necessary amendment in the Articles of Association for extend in the period for holding the first Annual General Meeting for the election of the office‑bearers, accepted the resignation of appellant from the post of Honorary Secretary of the Group and co-opted another member in his place as also called upon the appellant to hand over all papers and accounts relating to the Group within 15 days. It also passed a resolution contradicting the newspaper reports about the election alleged to have been held at Amir Ali Choudhury Road, Chittagong, on 11th January 1964. Thereafter, a Suit (No. 12 of 1964), was filed on the 13th January 1964 by one of the members of the original committee in the I Court of the Munsif of Chittagong, against the appellant and the other members of his group for a declaration that the alleged election of office‑bearers purported to have been held at 928‑A Amir Ali Choudhury Road on the 11th January 1964, was illegal, null and void. In this suit an ad interim order of injunction was also obtained on the 15th January 1964, for restraining the defendants therein from functioning as the executive committee of the Group. This ad interim order was made absolute after hearing the parties on the 9th March 1964, but on appeal the Additional District Judge, Chittagong set aside the order of injunction. Against this the plaintiffs in the suit went up in revision (No. 468 of 1964) to the High Court of East Pakistan but ultimately it was dismissed on 23‑7‑1965. The High Court took the view that the order of the Munsif could not, in any event, be restored for the following reasons "But it may be noted that the prayer before the learned "Munsif was that the ad hoc Committee should be allowed to function, pending a decision in the suit as to whether the defendants, who claimed to have been duly elected in the meeting held on 11‑1‑64 were actually so elected. The learned Munsif, allowed the prayer for temporary injunction restraining the defendants from functioning, having found that the balance of convenience was in favour of the ad hoc Committee. He therefore, directed the ad hoc Committee to function as such. As I have already observed, here in the petition before this Court on which this Rule was issued it has been stated that a new Executive Committee was duly elected on 3‑4‑64, so that the ad hoc Committee, even according to the plaintiff's, has already ceased to exist. How can then the learned Munsif's order be restored? The question has to be judged on the stand taken in the plaint itself. A subsequent claim of election of another Executive Committee, apart from its being a disputed fact, cannot be considered in this revision which has arisen from the prayer asking the Court to allow the ad hoc committee to function. I see no reason, therefore, to interfere with the order of the learned Additional District Judge." In the meantime, it appears, the Government approved the proposal for amending the Articles of Association and the amended Articles, as approved by the Government, were filed with the Registrar of the Joint Stock Companies. Thereafter, at a duly constituted General Meeting the original ad hoc Committee elected an Executive Committee, on the 3rd April 1964, with Syed Ahmad Mian as its Chairman and communicated the names of the office‑bearers to the Registrar of Joint Stock Companies on the 4th April 1964, but the Registrar on the 9th April 1964, called upon the said Syed Ahmad Mian to submit the particulars of the members of the Executive Committee in a proper form. Before this date one Jalaluddin Ahmad, claiming to be the Secretary of the Group functioning at 928‑A, Amir Ali Choudhury Road, on the 16th March 1964, also gave notice to the Registrar of Joint Stock Companies that the registered office of the Group had been shifted to 928‑A, Amir Ali Choudhury Road and asked for the change situation of the registered office to be noted in the Register of Companies but the Registrar on the 30th March 1964, refused to accept the same for filing and questioned the locus standi of the said Jalaluddin. Syed Ahmad Mian, in compliance with the notice of the Registrar Joint Stock Companies supplied the requisite reply and the same was ultimately registered on the 17th August 1965. The appellant in the meantime had filed another suit (No. 45 of 1964) on the 10th February 1964, against Syed Ahmad Mian and his Group for a declaration that the meeting purported to be held by the original ad hoc Committee headed by Syed Ahmad Mian, on the 12th January 1964, was a void meeting and was of no legal effect. This suit was dismissed for non appearance of the plaintiff, on the 20th September 1965. It appears, however, that on the 10th February 1964, the appellant had also got another suit (No. 44 of 1964) filed by one of his associates in the Court of 5th Munsif, Chittagong, against Syed Ahmad Mian and the plaintiff in the first suit (No. 12 of 1964) for a declaration that the said Syed Ahmad Mian and two other members of his group had not the requisite qualification for becoming members of the Group. This last suit was decreed on the 15th December 1964 and Syed Abmad Mian and his co‑defendants were restrained from acting as members of the group but this judgment was reversed on appeal, on the 10th April 1965, by the Additional Subordinate Judge, Chittagong. No further appeal was thereafter, filed against the said judgment and decree by the appellant or any other member of his group. On the 11th December 1964, the Executive Committee elected at the General Meeting held at 876‑Asadganj Road on the 3rd April 1964, then filed another suit (No. 290 of 1964), against the appellant and his Committee members for a declaration that the Committee, Syed Ahmad Mian and Muhammad Ishaque Choudbury had been duly elected as members of the Executive Committee of the Group having its registered office at 876‑Asadganj Road and for a permanent injunction restraining the defendants from interfering with the functioning of the Group. This suit was amalgamated with the first suit, namely, Suit No. 12 of 1964. Thereafter, on the 6th August 1965, the Group functioning at 876‑Asadganj Road, Chittagong held another General Meeting and elected its office‑bearers for the year 1965‑

66. The names of these office‑bearers were again filed with the Registrar on the 17th August 1965 and a certificate of filing obtained on the same date. On the 22nd November 1965, however, the said Jalaluddin, describing himself as the Secretary of the Group having its office at 928‑A, Amir Ali Choudhury Road, Chittagong, issued notices for the holding of an Annual General Election of the Group on Monday, the 13th December 1965, at the above address. On seeing this notification the Secretary of the Group functioning at 876‑Asadganj Road on the 2nd December 1965, applied for and obtained from the Sub‑Divisional Officer (North), Chittagong, an initial order under section 144, Cr. P. C., restraining the appellant and 24 other persons from holding the election or any Annual General Meeting but on the 28th December 1965, after bearing the parties the order was vacated as the date for the holding of the Annual General Meeting had since expired and nothing had happened. Subsequently, however, it transpired from newspaper reports that the Group led by the appellant had actually held an Annual General Meeting on the 29th December 1965, at 928‑A, Amir Ali Choudhury Road and purported to elect an executive committee. The said group, it further transpired, had also got itself affiliated to the Chittagong Chamber of Commerce and Industry. The group having its office at 876, Asadgang Road, therefore, filed another suit (No. 189 of 1966) on the 13th September 1966, for a declaration that they represented the Group and were entitled to be voters in the Chamber of Commerce and Industry and that the first two defendants in the suit had no right to vote for the Group. In this suit an ad interim injunction was also issued restraining the first two defendants therein from participating in the election of the executive committee of the Chamber of Commerce. From the above it would appear that from this stage onwards both the factions are claiming to represent the East Pakistan Timber Merchants Group and have been seeking recognition from different Trade Organizations and the Government, but ultimately the group led by the appellant managed also to get certificates from the Registrar of Joint Stock Companies on the 29th June 1966, accepting the notifications of the change of situation of the registered office from Asadganj Road to Amir Ali Choudhury Road and of the particulars of the members of the executive committee and other office‑bearers said to have been elected on the 11th January 1964 and the 13th December 1965, respectively. Hence the applica tion under Article 98 of the Constitution for having the said certificates granted by the Registrar cancelled and/or set aside. This application was opposed both by the Registrar of Joint Stock Companies as also the appellant Muhammad Idrish. The Registrar claimed that although at first he had refused to accept the informations furnished by Jalaluddin, he had ultimately granted the certificates when the appellant produced before him certified copies of the judgment of the High Court of East Pakistan in Civil Revision Case No. 468 of 1964, by which the vacation of the injunction order granted by the Munaif in the first suit (No. 12 of 1964) had been upheld by the High Court. He issued the certificate as in his opinion the High Court's order seemed to indicate that there was no bar to the Group led by the appellant functioning. In the circumstances he felt that failure to issue the required certificates would amount to contempt of the High Court. The earlier certificates granted by him in favour of the Group led by Syed Ahmad Mian on the 17th August 1965, were granted under the representations of that Group to the effect that the High Court had by an ad interim order in Civil Revision Case No. 468 of 1964 restrained the Group led by the appellant from functioning. Had he known that this revisional application had ultimately been dismissed on 23‑7‑1965, he would not have granted the certificates. The appellant, Idrish Mian, in his counter‑affidavit contended that as the questions in dispute in the proceeding under Article 98 were similar to those which were to be decided in as many as three suits then pending in the Courts of Chittagong, the High Court should not have pre judged the same issues in its writ jurisdiction. On merits he claimed that this executive committee really represented the group and that Syed Ahmed Mian had clearly no majority to support him. According to him also the High Court by refusing to restore the ad interim injunction issued in the first suit (No. 12 of 1964) had duly taken note of this aspect of the matter and its order upholding the order of the Additional District Judge vacating the ad interim injunction clearly indicated that there was no bar to the functioning of the Group under the Management of the Executive Committee constituted by him and function 1ng at Amir Ali Choudhury Road. It was further con tended on his behalf that the Registrar had in issuing these certificates merely discharged a ministerial function under the Companies Act. He had no discretion in such matters, there fore, there was no scope for the High Court to interfere in its writ jurisdiction. The High Court, however, went into the merits of the case and held as follows :‑ (i) that there had never been any resolution of the Company represented either by the petitioner group or the dissident group authorising the change of the registered office from Asadganj Road to Amir Ali Choudhury Road; (ii) that the meeting purported to be held on the 11th January 1964 at Amir Ali Choudhury Road "was an inglorious attempt" on the part of the dissident Group "to usurp the place of the true original group"; (iii) that the Registrar of Joint Stock Companies was not justified in granting the impugned certificates to the dissident group on the 20th September 1966, after he had issued certificates to the Group functioning at Asadganj Road on the 17th August 1965, for, nothing had happened in between a to change the situation although two civil suits between the same parties were even then pending ; and (iv) that the excuse given by the Registrar was wholly unacceptable, for, the High Court had not in Civil Rule No. 468 of 1964 "pronounced any decision of the merits of the cases of the respective parties." The High Court also negatived the contention that the Registrar of Joint Stock Companies had no discretion in the matter and that he was bound to grant the certificates as a matter of course as soon as the application for the same was made. In the circumstances the High Court was of the view that; "On the admitted facts of the case respondent No. 1 knew that there was a dispute between the parties on the change of address of the registered office as well as on other matters. In these circumstances prudence demanded that the original address of the registered office of the Company at Asadganj should have been retained unaltered until the dispute was finally resolved or at least until the respondent arrived at his own conclusions after having given both the parties an opportunity to present before him their respective cases," and granted the declaration prayed for. Hence this appeal. Leave to appeal was granted in this case to consider :‑ (1) Whether section 12 of the Trade Organizations Ordinance, 1961, was a bar to the maintainability of the writ petition, and (2) whether in view of the fact that three suits were pending on the same issues raised in the writ petition the High Court rightly interfered in its writ jurisdiction. We have heard the learned counsel appearing in support of the appeal who has firstly contended that the assumption of jurisdiction by the High Court under Article 98 of the Consti tution was improper as other adequate remedies were provided for the settlement of such disputes under the Companies Act. He has relied in this connection on section 3 of the Companies Act which reads as follows: "3. (1) The Court having jurisdiction under this Act shall be the High Court having jurisdiction in the place at which the registered office of the company is situate: Provided that the Central Government may by notification in the official Gazette and subject to such restrictions and conditions as it thinks fit empower any District Court to exercise all or any of the jurisdiction by this Act conferred upon the Court, and in that case such District Court shall, as regards the jurisdiction so conferred, be the Court in respect of all companies having their registered offices in the district. (2) For the purposes of jurisdiction to wind up companies, the expression "registered office" means the place which has longest been the registered office of the company during the six months immediately preceding the presentation of the petition for winding up. (3) Nothing in this section shall invalidate a proceeding by reason of its being taken in a wrong Court." He has also referred us to subsection (2) of section 72 and subsection (1) of section 82 of the Companies Act. These are in these terms: "72 (2) Notice of the situation of the registered office and of any change therein shall be given within twenty‑eight days after the date of the incorporation of the company or of the change, as the case may be, to the registrar who shall record the same. 82 (1) A copy of every special and extraordinary resolution shall, within fifteen days from the passing thereof be printed or typewritten and duly certified under signature of an officer of the company and filed with the Registrar who shall record the same." On the basis of these he argues that in the matter of filing of notices regarding change of address, special resolutions, changes in the Memorandum and the Articles of Association, changes of names of Directors, etc., the Registrar is bound to issue the certificate of filing and he has no discretion in the matter, for, the words used are "shall record the same." Again under section 24 of the Companies Act a certificate granted by the Registrar is to be conclusive evidence of the fact that all the requirements of the Act in respect of the registration have been complied with. The purpose of filing such notices with the Registrar of the Joint Stock Companies, it is contended, is merely to give notice to the public and to avoid the penalties described in the Companies Act for the non‑compliance with those provisions. It is no doubt true that the word used in the Act in these provisions is "shall" and that these notices do not alter the rights of the share‑holders of a Company, but at the same time we are unable to agree that these are merely routine matters in which the Registrar Joint Stock Companies has no discretion of any kind whatsoever. Section 137 of the Companies Act itself indicates that where the Registrar "on perusal of any document which a company is required to submit to him under the provisions of this Act, is of opinion that any information or explanation is necessary", he may call on the person submitting the document to furnish such information or explanation. He may further even suo motu move the Court to compel the Company to furnish such information and to produce any document he wants and if such information or explanation is not furnished within the time specified by him or if such explanation is furnished and the registrar, on perusal thereof, is of the opinion that the information discloses an unsatisfactory state of affairs or it does not disclose a full and fair statement of the matters to which it relates, he can report the circumstances of the case to the Government. This does not indicate that he is a mere automaton and he has no duty to discharge in relation to these matters. The Companies Act provides special procedures for the change of name of s company, for alterations of the Memorandum and Articles of Association, for special resolutions, for Annual General Meetings, for notices, etc., which have of necessity to be followed to make an act of a company valid and it is incumbent upon the registrar to see that these provisions are complied with. These provisions, in our view cast a duty upon the Registrar of Joint Stock Companies also to see that the requirements of the Companies Act are duly complied with. There is nothing in the Companies Act which prohibits the Registrar from refusing to file such information. The Registrar in our view in such matters fulfils a quasi judicial function. Only by misconduct or carelessness on the part of the registrar can a company obtain a wholly illegal certificate. This principle has been recognised as well established in English law as pointed out in the case of The King v. The Registrar of Companies ((1912)3 K B D 23). In this case Avor, J. observed after holding "that the registrar must exercise some discretion" that "in order to displace the decision of the registrar and justify this Court in interfering by mandamus it would be necessary for the applicants to show one or more of three things) either that the registrar had not in fact exercised any discretion in the particular case, or that he had exercised it upon some wrong principle of law or that he had been influenced by extraneous considerations which he ought not to have taken into account." This view has also been adopted in the cases of Mousel & Company (Chittagong) Limited v. The Registrar of Joint Stock Companies, East Bengal (P L D 1957 Dacca 209) and Abdur Rab Choudhury v. Registrar, Joint Stock Companies (P L D 1960 Dacca 541) by the East Pakistan High Court. The reference to section 24 is, in our opinion, inapt, for, it only provides that a certificate of incorporation of a company is conclusive evidence of the fact that all the requirements of the Companies Act in respect only of the registration and of matters precedent and incidental thereto have been complied with and that the association is a Company authorised to be registered under the Act. This has no bearing on this question of discretion. It is manifest that if a certificate of incorporation is illegally granted it can always be challenged by an appropriate proceeding. The decision of this Court in the case of lmtiaz Ahmad v. Ghulam Ali and others (PL D 1963 S C 382) is also of no help in this case, for, all that was laid down in that case was that where a right or liability is created by a statute which gives a special remedy for enforcing it, the remedy provided by that statute must be availed of. Hence ordinarily Courts in exercise of their writ jurisdiction will not interfere in cases where such statutory remedies are provided. In the present case there is no remedy provided in the Companies Act for making the Registrar of Joint Stock Companies discharge his duties properly. Therefore, a writ cans always be maintained against the Registrar of Joint Stock: Companies where he has not acted in accordance with law. The Companies Act is a sub‑constitutional legislation. It cannot and does not take away the jurisdiction of the High Court under the Constitution itself. We have no doubt in our minds, therefore, that the High Court was right in holding that this was not a case where its jurisdiction was ousted by section 3 of the Companies Act or where it should not have interfered on the ground that the Companies Act provided other adequate remedies. For the same reason we are also of the view that section 12 of the Trade Organizations Ordinance, 1961, cannot take away the jurisdiction of the High Court under Article 98 so far as the correction of the acts of the Registrar of Joint Stock Companies is concerned. It only provides a separate method for the resolving of the internal disputes of such organizations. The next question urged is that assuming that the High Court had jurisdiction in the matter whether it had exercised that jurisdiction on sound judicial principles. Learned counsel for the appellant has argued that the High Court has interfered improperly for two reasons; firstly, because the Registrar of Joint Stock Companies had, in issuing the impugned certificates acted bona fide, upon his interpretation of the order of another Bench of the High Court in Civil Rule No. 468 of 1964, in the belief that refusal to do so would amount to a disregard of that order, and secondly, because the High Court ought not to have taken it upon itself to pre judge the questions pending for decision in as many as three civil suits. So far as the first contention is concerned, we are clearly of the view that it has no substance, for, the relevant portion of the order in Civil Rule 468 of 1964, which has been quoted earlier in this judgment, does not indicate that the High Court had entered into the merits of the case or decided upon the respective rights of the rival groups. It had merely refused to restore the injunction granted by the Munsif as in its view the applicants for the injunction had themselves by subsequently electing an executive committee created a situation in which it was no longer possible for the original ad hoc Committee to function. The High Court had not in that case expressed any opinion, one way or the other, regarding the validity of the claim of the section led by the appellant to represent the East Pakistan Timber Merchants Group. In the circumstances it cannot be said that the Registrar of Joint Stock Companies had exercised his discretion properly in the matter. Knowing that the parties were challenging each other's right to represent the group in various litigations then pending in the Civil Courts, the Registrar ought not to have taken any step to recognise either the one or the other group pending the decision of the disputes or done anything which might prejudice the claims of the rival parties in those pending litigations. In this respect, therefore, the High Court had in our opinion, rightly held that the certificates granted by the Registrar to the so called dissident group on the 20th September 1966, were not granted in the proper exercise of his discretion. Those certificates were in the circumstances, in our opinion, rightly declared to be void and set aside. Coming now to the second argument advanced by the learned counsel for the appellant we cannot help observing that the High Court had in dealing with the petition under Article 98 of the Constitution unnecessarily entered into the merits of the dispute between the parties. It was not necessary for it in these proceedings to decide as to whether the so‑called "dissident group" led by the appellant had any valid authority to represent the East Pakistan Timber Merchants Group or as to whether the meetings held at Amir Ali Coudhury Road, Chittagong, by the said group on the 11th January 1964 and the 13th December 1965, respectively, were valid or not, or whether the said dissident group was really a usurper in the facts and circumstances of the case. There is no doubt that these very questions will have to be decided in the pending suits. It is not in the circumstances difficult to appreciate that the views expressed by the High Court with regard to these matters cannot but influence the subordinate Courts before which the civil litigations are now pending. This Court has already indicated in the case of Dr. M. O. Ghant v. Dr. A. N. M. Mahmood and another (P L D 1966 S C 802) that where it !s apparent from the facts of a particular case that the same questions are pending decision in a civil litigation, the High Court should not during the pendency of that litigation take upon itself to decide the same questions under Article 98 of the Constitution. In such cases the parties concerned should be left to pursue their litigations in the ordinary Courts and should not be allowed to short‑circuit them by a petition under Article 98 of the Constitution. It was clearly laid down In that case that "resort to the High Court's summary jurisdiction should not be permitted if it amounts to circumvention of the normal process of law." Had this been the only ground upon which the order passed by the High Court was based, we would have allowed this appeal but since we have come to the conclusion that the propriety of the action of the Registrar could have been adjudi cated upon without entering into these questions, we feel that no useful purpose will be served by allowing the appeal. The order of the Registrar as already pointed out, could have been set aside on the short ground that pending litigations between the parties he should not have granted the impugned certificates which had the effect of formally recognizing the right of the section led by the appellant to represent the East Pakistan Timber Merchants Group. We are in full agreement with the High Court that during the pendency of those litigations the Registrar should have refrained from doing anything which might cause prejudice to any of the parties to those litigations. For these reasons we would uphold the order of the High Court, setting aside and cancelling the certificates granted by the Registrar of Joint Stock Companies to the section led by the appellant on the 20th September 1966, and would, therefore, dismiss this appeal but while doing so we would also like to make it clear that the observations of the High Court relating to the validity of the meetings held by the rival groups or as to their respective claims to represent the East Pakistan Timber Merchants Group should be treated by the subordinate Courts in which the litigations are now pending as merely obiter and not binding upon them. They will be free to decide the questions that are raised before them without being influenced, in any way whatsoever, by the views expressed by the High Court in respect of any of those matters. This appeal is accordingly, dismissed but since success is divided, we leave the parties to bear their own costs in this appeal. K. B. A. Appeal dismissed.