Rectification of share register is a summary, discretionary remedy, and civil suits remain available for disputed title claims.

Rectification of the register of members under section 155 of the Companies Act, 1956 is a summary and discretionary remedy meant for non-controversial disputes. Where title to shares turns on serious factual or legal controversies requiring detailed oral and documentary evidence, the company court may refuse to proceed under section 155 and leave parties to a civil suit. The existence of this summary remedy does not bar ordinary civil jurisdiction, because section 155 does not expressly or impliedly exclude a suit for adjudication of title to shares. The ordinary civil court remains available where fuller trial is necessary.

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Issues: (i) whether the jurisdiction under section 155 of the Companies Act, 1956 for rectification of the register of members is summary and discretionary; (ii) whether the company court may decline to entertain petitions involving disputed and complicated questions requiring extensive oral and documentary evidence; and (iii) whether a civil suit for adjudication of disputes relating to title to shares is barred.

Issue (i): whether the jurisdiction under section 155 of the Companies Act, 1956 for rectification of the register of members is summary and discretionary

Analysis: The provision was intended to provide a quick and speedy remedy in non-controversial matters. Although the court is empowered to decide questions of title connected with rectification, that power is not unlimited in practical operation and is to be exercised in the context of the nature of the dispute. The summary character of the remedy is reinforced by the scheme of the provision and the object of avoiding prolonged litigation where immediate relief is required.

Conclusion: The jurisdiction under section 155 is summary in nature and is discretionary.

Issue (ii): whether the company court may decline to entertain petitions involving disputed and complicated questions requiring extensive oral and documentary evidence

Analysis: Where the dispute raises serious controversies of fact or law that cannot be resolved without a regular investigation of oral and documentary evidence, the company court may refuse to proceed under section 155 and leave the parties to their ordinary remedy. The mere assertion of fraud, forgery, or want of consideration does not automatically oust the company court; the court must see whether the allegations truly require detailed evidence. The relevant consideration is whether the matter can be more conveniently and appropriately decided in a civil suit.

Conclusion: The company court can decline to entertain such petitions in the exercise of its discretion.

Issue (iii): whether a civil suit for adjudication of disputes relating to title to shares is barred

Analysis: Section 9 of the Code of Civil Procedure, 1908 creates a broad jurisdiction in civil courts, and exclusion of that jurisdiction is not to be readily inferred. Section 155 does not expressly or impliedly bar a civil suit for determination of title to shares. The existence of a summary remedy under the Companies Act does not, by itself, abrogate the ordinary civil remedy where the dispute is suitable for trial in a suit.

Conclusion: The remedy of civil suit is not barred.

Final Conclusion: The law was settled in favour of treating rectification proceedings as summary and discretionary, with civil suits remaining available for disputes requiring fuller adjudication.

Ratio Decidendi: A rectification petition under section 155 of the Companies Act, 1956 is a summary and discretionary remedy, and where resolution of the dispute requires detailed examination of complicated facts and evidence, the company court may decline to entertain the petition without ousting the ordinary jurisdiction of the civil court.

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