Contested title to shares must be decided by the civil court, not through duplicate share certificate relief in company jurisdiction.

Where entitlement to shares is seriously disputed and a rival claimant has already pursued civil proceedings, the Tribunal cannot use Sections 56, 58 or 59 of the Companies Act, 2013 to order issuance of duplicate share certificates or to decide title in summary company jurisdiction. Section 58 concerns refusal of transfer and Section 59 concerns rectification of the register, neither of which covered the controversy. Because the petition raised a contested question of ownership requiring determination of title, the proper forum was the civil court. The petition was therefore not maintainable before the Tribunal, and the ancillary request against Respondent No. 2 did not survive independently.

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Issues: (i) Whether the Tribunal had jurisdiction under Sections 56, 58 and 59 of the Companies Act, 2013 to direct issuance of duplicate share certificates when the claim involved a rival title dispute over the shares. (ii) Whether the petition was maintainable in view of the dispute regarding ownership and the pending civil proceedings, and whether the application to strike off Respondent No. 2 deserved acceptance.

Issue (i): Whether the Tribunal had jurisdiction under Sections 56, 58 and 59 of the Companies Act, 2013 to direct issuance of duplicate share certificates when the claim involved a rival title dispute over the shares.

Analysis: Section 58 applies to refusal of registration of transfer, which was not the petitioner's case. Section 59 applies to rectification of the register where an entry is made or omitted without sufficient cause, or where there is delay in making an entry, and the controversy here did not fall within those categories. Section 56 and the relevant company law rules contemplate issuance of duplicate certificates by the company's board on satisfaction of loss or destruction, but they do not confer a specific power on the Tribunal to issuance in a contested claim. Since the petitioner's entitlement to 20,000 shares was directly disputed by a rival claimant who had already instituted civil proceedings, the matter involved title to shares and could not be decided as a simple company-law relief.

Conclusion: The Tribunal had no jurisdiction to grant the prayer for issuance of duplicate share certificates in the facts of the case.

Issue (ii): Whether the petition was maintainable in view of the dispute regarding ownership and the pending civil proceedings, and whether the application to strike off Respondent No. 2 deserved acceptance.

Analysis: The dispute turned on ownership of the contested shares and involved questions of title, which are beyond the Tribunal's summary jurisdiction and lie within the province of the civil court. The Tribunal applied the principle that matters involving complicated questions of title, fraud, or forgery cannot be finally adjudicated in company jurisdiction when the relief sought is not one the Tribunal is empowered to determine. As to Respondent No. 2, no relief was sought against him and no material substantiated the allegations against him, but the main petition itself was not maintainable and stood to be dismissed.

Conclusion: The petition was not maintainable before the Tribunal, and the ancillary request concerning Respondent No. 2 did not survive independently.

Final Conclusion: The dispute was held to be one of contested title to shares requiring adjudication by the civil court, not by the Tribunal under the company-law provisions invoked, and the petition was dismissed with liberty to pursue civil remedies.

Ratio Decidendi: Where entitlement to shares is seriously disputed and determination depends on title, the company tribunal cannot issuance of duplicate share certificates or decide the controversy in summary jurisdiction; such questions must be left to the civil court.

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