G.S. Patel, J.

I : Summary of the Dispute

1. When considering a petition under Section 111(4)(b) of the Companies Act, 1956, does the Company Law Board have the power and authority in law to direct the actual issue of the shares in question? According to Mr. Chinoy, learned senior counsel for the appellants, while the Company Law Board can examine a question of title, it cannot go into the issue of establishing of a right to the shares in question. That must be done in a civil proceeding. The Company Law Board cannot order the issue of shares; if title is not established, it cannot examine the process of obtaining a title. An adjudication of an entitlement to the shares is not within the compass of Section 111 of the Companies Act. A person has a right to be on the register only when there is a valid transfer deed and a share certificate, i.e., where his entitlement to the shares is already established and proved, and where there is then a refusal to enter the name of the petitioner on the register of members. There cannot be a combined application for specific performance and rectification. The right to get shares has to be separately enforced, de hors proceedings under Sec