Limitation and Title Disputes: Section 155 petitions are time barred and unsuitable to decide complex contested share titles.

Article 137 Limitation governs Section 155 petitions; the three year period began on knowledge of registered transfers and, absent pleaded fraud or a timely Section 5 application, the delay is not excused - petition barred. Section 155 permits rectification of the register but is not a suitable summary forum to adjudicate complex, disputed title issues affecting non parties and multiple subsequent bona fide purchasers; where the company relied on its register and transfer deeds executed by the recorded guardian and no proof of majority or original scrips were produced, the company's registration was not unlawful - petition dismissed.

---

---

Issues: (i) Whether the petition under section 155 of the Companies Act seeking rectification of the register of members in respect of 2,500 shares is barred by limitation and whether delay should be condoned; (ii) Whether proceedings under section 155 are maintainable to decide the disputed and complicated questions of title and related factual issues raised by the petitioner, and whether the company acted illegally in registering transfers executed by the guardian.

Issue (i): Whether the petition is time-barred and whether delay ought to be condoned.

Analysis: Article 137 of the Limitation Act, 1963 prescribes the three-year period for petitions of this nature. The impugned transfers were registered in August 1973 and September 1974 and the petition was filed in November 1978. No pleaded fraud or mistake against the company brought section 17 into play. No application under section 5 of the Limitation Act was timely filed and no sufficient explanation for the delay was shown; the petitioner had received a statement in 1976 showing the transfers and failed to act within the prescribed period.

Conclusion: The petition is barred by limitation and the delay is not to be condoned.

Issue (ii): Whether section 155 proceedings are a proper forum to decide the disputed questions of title and whether the company committed illegality in registering transfers signed by the guardian.

Analysis: Section 155 empowers rectification of the register but does not permit adjudication, in summary proceedings, of complex disputed questions of title affecting non-parties and multiple subsequent purchasers. The facts disclose competing versions on whether shares were transferred as sale or given to a third party, numerous subsequent transfers to bona fide purchasers for value without notice, and absence of the original share scrips and requisite proof of majority being furnished to the company. The company had acted on the register showing the petitioner as a minor under guardianship and on transfer deeds executed by the recorded guardian; the company had requested proof of majority and share scrips which were not produced.

Conclusion: Section 155 is not a proper summary forum to decide the complicated and disputed title issues in this matter; on the merits the company did not act illegally in registering transfers executed by the recorded guardian.

Final Conclusion: The petition is dismissed both because it is barred by limitation with no sufficient ground for condonation of delay and because the disputed and complicated questions of title cannot be appropriately resolved in proceedings under section 155; the register will not be rectified in the petitioner's favour.

Ratio Decidendi: A petition under Section 155 of the Companies Act, 1956 is subject to the limitation period in Article 137 of the Limitation Act, 1963; it is not the appropriate summary forum to decide complex disputed questions of title affecting non-parties and bona fide purchasers for value without notice, and a company may lawfully act on its register and transfer deeds executed by a recorded guardian where requisite proof of majority and original share scrips have not been furnished.

---