Civil court retains jurisdiction where share register rectification is tied to disputed title and alleged fraud.

Plea of limitation, Order II Rule 2 CPC, and Section 38 of the Specific Relief Act was rejected because limitation turned on disputed facts, the earlier partition suit involved a different cause of action, and Section 38 had no real application to the plaint. A suit seeking rectification of the register of members, together with consequential reliefs based on alleged fraud, collusion, and disputed title to shares, was held maintainable in civil court because the controversy involved a seriously disputed question of title that could not be effectively decided in a summary forum under the Companies Act, 2013. The civil court's jurisdiction was therefore not ousted.

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Issues: (i) Whether the suit was barred by limitation, by Order II Rule 2 of the Code of Civil Procedure, 1908, or by Section 38 of the Specific Relief Act, 1963. (ii) Whether a suit seeking rectification of the register of members and consequential reliefs involving alleged fraud and disputed title to shares was maintainable before the civil court or lay exclusively before the National Company Law Tribunal under the Companies Act, 2013.

Issue (i): Whether the suit was barred by limitation, by Order II Rule 2 of the Code of Civil Procedure, 1908, or by Section 38 of the Specific Relief Act, 1963.

Analysis: The plea of limitation depended on disputed facts, including when the shares were transferred and when the plaintiff became aware of the alleged fraud. Such a plea could not be decided at the stage of rejection of plaint. The earlier partition suit involved different properties and a different cause of action, so the present claim was not barred by Order II Rule 2. Section 38 of the Specific Relief Act, 1963 was not shown to have any real application to the reliefs sought in the plaint.

Conclusion: The objections based on limitation, Order II Rule 2, and Section 38 of the Specific Relief Act, 1963 were rejected.

Issue (ii): Whether a suit seeking rectification of the register of members and consequential reliefs involving alleged fraud and disputed title to shares was maintainable before the civil court or lay exclusively before the National Company Law Tribunal under the Companies Act, 2013.

Analysis: The plaint sought not merely rectification of the register but also a declaration-like restraint against the defendant asserting any right over the shares, together with reliefs that turned on alleged fraud, collusion, and title. The statutory forum under Section 58 of the Companies Act, 2013 could deal with rectification and connected incidental matters, but the court held that it could not effectively decide a seriously disputed question of title in a summary proceeding. In that situation, the civil court retained jurisdiction notwithstanding Sections 424, 430, and 434(1)(c) of the Companies Act, 2013.

Conclusion: The civil suit was held maintainable and the jurisdictional objection based on the Companies Act, 2013 was rejected.

Final Conclusion: The revision failed because the plaint disclosed triable issues that could not be summarily rejected and the dispute over title to the shares was fit for adjudication by the civil court.

Ratio Decidendi: Where reliefs concerning rectification of the register of members are inseparably linked with a seriously disputed question of title and allegations of fraud, the civil court is not ousted and the plaint cannot be rejected at the threshold on jurisdictional grounds.

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