Exclusive rectification remedy for share title disputes excludes civil suit jurisdiction and bars plaint maintainability.

A civil suit seeking declaration, injunction and cancellation of transfer deeds in respect of shares was held not maintainable because the plaint in substance sought rectification of the register of members and adjudication of title to shares. The Companies Act, 1956 provided a specific remedy under Section 155 for such disputes, and Rule 6 of the Companies (Court) Rules, 1959 applied civil court procedure to company proceedings. Applying the principle that a statutory procedure must be followed exclusively, the general civil jurisdiction under Section 9 CPC was impliedly excluded, and the plaint was liable to rejection under Order VII Rule 11(d) CPC.

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Issues: Whether a civil suit seeking declaration, injunction and cancellation of transfer deeds in relation to shares was maintainable, or whether such relief was barred because the dispute fell within the special remedy for rectification of the register of members under the Companies Act.

Analysis: The plaint in substance sought rectification of the register of members and determination of title to shares. Section 155 of the Companies Act, 1956 expressly empowered the Company Court to decide questions relating to title to shares in proceedings for rectification, and Rule 6 of the Companies (Court) Rules, 1959 made the practice and procedure of the civil court applicable to company proceedings. Read with the principle that where a statute prescribes a specific mode of doing a thing it must be done only in that manner, the remedy under the special statute was treated as exclusive. In that setting, the general jurisdiction under Section 9 of the Code of Civil Procedure, 1908 stood impliedly excluded for a civil suit of this nature.

Conclusion: The civil suit was not maintainable and the plaint was liable to rejection under Order VII Rule 11(d) of the Code of Civil Procedure, 1908.

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