Rectification of share register cannot decide disputed title, fraud or forgery; parties must seek civil adjudication.

Rectification of the register of members cannot be used to resolve allegations of fraud, forgery, collusion, manipulation or misrepresentation where the dispute turns on contested foundational facts about the transfer of shares. Questions such as the genuineness of transfer deeds, custody of original share certificates, attestation of signatures, approval by the committee and board, resignation from directorship and payment of consideration went to title and the validity of the transfer, and were too disputed for summary jurisdiction under the Companies Act. The proper course in such circumstances is civil adjudication, not rectification proceedings; the petitioner was therefore left to seek relief before the civil court.

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Issues: Whether the petition for rectification of the register of members, based on allegations of fraud, forgery, collusion, manipulation and misrepresentation in the transfer of shares, could be decided in summary jurisdiction under the Companies Act.

Analysis: The dispute turned on contested questions concerning the genuineness of the transfer deeds, possession of original share certificates, attestation of signatures, approval of the transfer by the committee and board, resignation from directorship, and payment of consideration. Such issues went to the root of title and the validity of the alleged transfer, and were not merely peripheral to rectification. Where the claim depends upon seriously disputed civil rights and foundational facts, the proper course is to leave the parties to adjudication before the civil court rather than decide the controversy in summary rectification proceedings.

Conclusion: The petition was not maintainable in summary rectification jurisdiction and the petitioner was left to seek relief before the civil court.

Ratio Decidendi: Rectification proceedings cannot be used to determine highly disputed issues of title, fraud or forgery that require full civil adjudication.

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