Rectification of share register claims are subject to limitation, laches, and strict proof of fraud or forgery.

A rectification petition concerning transfer of shares must plead fraud or forgery with particulars and produce supporting material; bare allegations are insufficient. The text states that the challenge was also affected by long delay, and that proceedings for rectification of the register are subject to limitation, with Article 137 of the Limitation Act, 1963 applying to such claims. On those facts, the challenge to the transfer was treated as barred by limitation and laches, and any disputed fraud issues were left to civil proceedings rather than rectification under section 111(4) of the Companies Act, 1956.

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Issues: Whether the petitioner was entitled to have the transfer of 20,000 shares set aside and his name entered in the register of members.

Analysis: The petition under section 111(4) of the Companies Act, 1956 alleged that the share transfer was forged and fraudulent, but the pleadings did not disclose particulars of fraud or forgery, and the transfer forms were not produced. The petitioner had long-standing involvement with the family and company affairs, had signed proxy forms, and had delay of about eight years before challenging the transfer. The Court also applied the principle that proceedings for rectification of the share register are subject to limitation, and held that Article 137 of the Limitation Act, 1963 governed such claims. On the facts, the challenge was treated as barred by limitation and laches, and the petitioner was left to work out any disputed questions of fraud in civil proceedings.

Conclusion: The petitioner was not entitled to rectification of the register of members, and the challenge to the transfer failed.

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