Membership on company register determines standing to file petitions under sections 397-398; absence on the register defeats maintainability.

Petitions under sections 397 and 398 are maintainable only by persons shown as members in the company's register; a challenge to removal from the register must be pursued in appropriate rectification proceedings or suit before claiming standing under those provisions. The court relied on the register produced in evidence showing petitioners removed by resolution and noted the absence of any successful rectification action following a dismissed application, concluding that the petitioners lacked statutory membership and therefore the petition was not maintainable, resulting in dismissal with costs to respondents.

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Issues: Whether the petition under sections 397 and 398 of the Indian Companies Act is maintainable by persons not shown as members in the company's register of members.

Analysis: The Court examined the register of members produced in evidence which showed the petitioners' names removed by a director's resolution dated 16 January 1957 and noted that an earlier application under section 153 for rectification of the register had been dismissed by the District Judge who advised a regular suit. The Court observed that petitions under sections 397 and 398 are statutorily confined to members of the company as reflected in the words of those sections and that a challenge to removal from the register must be pursued in appropriate proceedings to establish membership before instituting a petition under sections 397 and 398. The Court also noted the absence of any suit to rectify the register following the dismissal of the section 153 application.

Conclusion: The petition is not maintainable because the petitioners are not shown as members in the register of members; the preliminary objection is upheld and the petition is dismissed with costs to respondents Nos. 1 to 4.

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