Rectification of share register cannot be decided summarily where title, fraud and transfer authenticity are seriously disputed.

Summary jurisdiction under section 155 of the Companies Act, 1956 is not suited to resolving serious disputes over title to shares where the petition alleges fraud, forgery, impersonation and falsification of records. Where the genuineness of a transfer and the underlying facts are hotly contested, the court should not order rectification on affidavit evidence alone; such controversies require oral and documentary proof tested by cross-examination. Non-production of the transfer deed does not justify an adverse inference unless there is a legal duty or court direction to produce it. Rectification was therefore not appropriate on the material then before the court, and the dispute had to be tried on evidence.

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Issues: Whether rectification of a company's share register could be ordered in summary proceedings under section 155 of the Companies Act, 1956 when the application raised serious disputed questions of fact, including allegations of fraud, forgery, impersonation and falsification of records.

Analysis: The allegations in the petition and affidavit material showed a serious contest as to title to the shares and the genuineness of the alleged transfer. The dispute turned on facts that could not be satisfactorily resolved on affidavits alone. In such a case, the summary jurisdiction under section 155 was not meant to determine complex factual controversies requiring oral and documentary evidence tested by cross-examination. Non-production of the transfer deed did not, by itself, justify an adverse inference in the absence of a legal obligation or a court order requiring its production.

Conclusion: Rectification ought not to have been ordered in summary proceedings on the material then before the court. The order directing rectification was unsustainable, and the matter had to be tried on evidence.

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