Limitation and share title disputes bar rectification proceedings where competing claims require full trial, not summary relief.

Article 137 of the Limitation Act applied to a petition for rectification of the register of members, and time began when the right to apply accrued. Because the shares were entered in the register in 1973 and 1974 but the petition was filed in 1978, the claim was time-barred; the court also rejected reliance on date of knowledge since no fraud or mistake was pleaded to attract section 17, and no sufficient cause was shown for condonation. The dispute also involved competing claims to title and transfer of shares that required detailed evidence, so it was too complex for summary rectification proceedings under section 155 of the Companies Act, and the proper remedy was a suit.

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Issues: (i) Whether the petition for rectification of the register of members was barred by limitation; (ii) Whether the dispute involved questions of fact and law too complicated for determination in proceedings under section 155 of the Companies Act.

Issue (i): Whether the petition for rectification of the register of members was barred by limitation.

Analysis: Article 137 of the Limitation Act, 1963 applies to petitions filed in a civil court under special enactments, and the period begins when the right to apply accrues. The transfers in question were entered in the register in 1973 and 1974, while the petition was filed in November 1978, beyond three years from those dates. The plea that limitation should run from the date of knowledge was rejected because no fraud or mistake was pleaded against the company so as to attract section 17 of the Limitation Act, 1963. The request for condonation of delay was also declined because no sufficient cause was shown.

Conclusion: The petition was barred by limitation and the plea for condonation of delay failed, against the petitioner.

Issue (ii): Whether the dispute involved questions of fact and law too complicated for determination in proceedings under section 155 of the Companies Act.

Analysis: Section 155 could not be invoked where the controversy required detailed inquiry into competing claims regarding title and transfer of shares, especially when third parties who had subsequently acquired the shares were not before the Court. The rival versions as to whether the shares were sold or misappropriated required evidence and adjudication beyond rectification proceedings. In such circumstances, the proper remedy was a suit and not a petition for rectification.

Conclusion: The petition was not maintainable under section 155 of the Companies Act, against the petitioner.

Final Conclusion: The petition failed both on limitation and on maintainability, so no rectification of the register was ordered.

Ratio Decidendi: Article 137 governs petitions to a civil court under special statutes, and rectification proceedings cannot be used to decide disputed, complex questions of title requiring a full trial.

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