Rectification of register proceedings cannot be expanded into company management control or receiver appointment under civil procedure provisions.

Section 38 of the Indian Companies Act was confined to rectification of the register of members and, where appropriate, damages and costs; it did not extend to control of the company's management or business. A shareholder claiming entry on the register had no present right to possession or administration of the company's property during the proceeding. Order 40, Rule 1, read with section 141 of the Code of Civil Procedure, 1908, could not enlarge that limited jurisdiction or justify appointment of a receiver to displace the directors. The Court accordingly stated that no jurisdiction existed to appoint a receiver in rectification proceedings.

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Issues: Whether, in proceedings for rectification of the register of members under section 38 of the Indian Companies Act, the Court can appoint a receiver to take over the management and property of the company by invoking Order 40, Rule 1, read with section 141 of the Code of Civil Procedure, 1908.

Analysis: The jurisdiction under section 38 is confined to rectification of the register and, where appropriate, damages and costs. It does not extend to the management of the company, the conduct of its business, or the removal of directors from control of its affairs. A shareholder seeking entry on the register does not acquire a present right to possession or management of the company's property during the pendency of the proceeding. Order 40, Rule 1, and section 141 of the Code of Civil Procedure, 1908, cannot enlarge the limited statutory jurisdiction under section 38 so as to authorise a receiver to displace the directors and take over administration of the company.

Conclusion: The Court held that no jurisdiction existed under section 38 of the Indian Companies Act, either alone or with Order 40, Rule 1, read with section 141 of the Code of Civil Procedure, 1908, to appoint a receiver in these rectification proceedings.

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