Rectification of share register cannot proceed in summary jurisdiction when fraud, forgery, and disputed title require evidence.

A petition for rectification of the register of members under Section 111 of the Companies Act, 1956 could not be decided in summary jurisdiction where the dispute involved allegations of fraud, forgery, fabrication of documents, disputed title to shares, and contested transfer transactions. The Board noted that questions about the genuineness of transfer forms, minutes, shareholder consent, and the existence of fraud required oral and documentary evidence, which could not be conclusively determined on affidavits. Such controversies were held to be unsuitable for summary adjudication under Section 111 and were more appropriately tried in a civil court. The petitions were therefore held not maintainable for that purpose.

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Issues: Whether a petition for rectification of the register of members under Section 111 of the Companies Act, 1956 could be decided in summary jurisdiction when the dispute turned on allegations of fraud, forgery, fabrication of documents, disputed title to shares, and questions requiring oral and documentary evidence.

Analysis: The petition invoked rectification of the register, but the core controversy was not a mere clerical or peripheral error. The parties raised serious disputes regarding the very transfer transaction, the genuineness of transfer forms and minutes, the alleged consent of shareholders, and the existence of fraud and forgery. Such issues depended on contested facts and the appreciation of evidence, which could not be conclusively resolved on affidavits in summary proceedings under Section 111. The proper forum for such controversies was a civil court where evidence could be led and tested. The preliminary objection on limitation was not accepted at the threshold, but that did not make the dispute fit for summary adjudication.

Conclusion: The Board held that the disputed questions could not be decided in proceedings under Section 111 of the Companies Act, 1956, and the petitions were not maintainable for that purpose.

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