Rectification jurisdiction under the Companies Act does not extend to forfeiture disputes over debentures and conversion rights.

Sections 111 and 111A of the Companies Act, 1956 were treated as conferring a limited rectification jurisdiction confined to transfer or transmission disputes and refusal of registration. The validity of forfeiture of debentures, including whether notice was given and whether conversion rights had matured, was held to be a triable civil issue beyond the Company Law Board's remit. Because the Act did not expressly exclude civil court jurisdiction under section 9 of the Code of Civil Procedure, the dispute had to be pursued before the competent forum rather than before the Board.

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Issues: Whether the Company Law Board had jurisdiction under sections 111 and 111A of the Companies Act, 1956 to decide the validity of forfeiture of debentures and order rectification of the register.

Analysis: The dispute arose from forfeiture of debentures for alleged non-payment, while the petitioner contended that no notice was given and that the debentures had matured for conversion into shares. The statutory scheme of sections 111 and 111A was treated as confined to refusal of registration and rectification in matters of transfer or transmission. The issue whether forfeiture was valid or void was held to require adjudication on a triable civil dispute, and the Board's limited jurisdiction could not be expanded to determine such questions. The availability of civil court jurisdiction under section 9 of the Code of Civil Procedure, 1908 was recognised, since the Act did not expressly bar such jurisdiction.

Conclusion: The Company Law Board had no jurisdiction to decide the forfeiture dispute or to grant rectification on that basis; the petitions could not be entertained on merits before the Board.

Final Conclusion: The petitions were disposed of with liberty to the petitioner to seek relief before the appropriate forum for the same cause of action.

Ratio Decidendi: Jurisdiction for rectification under sections 111 and 111A of the Companies Act, 1956 is confined to transfer or transmission-related disputes and does not extend to adjudicating the validity of forfeiture, which is a triable civil issue for the competent court.

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