In a summary proceeding under Section 155 of the Companies Act, 1956, the court cannot order rectification of the share register where serious disputed questions of fact are involved.

( 1 ) THIS appeal is directed against a judgment and order dated May 9, 1973, directing rectification of the share register of a company known as Property Company (Private) Ltd. , and also issuing a mandatory injunction directing the company and the appellants to pay to the respondent all dividends accrued and declared in respect of 170 shares, an injunction restraining the company (the third appellant), its servants and agents from paying any dividend to any one other than the respondent and an order directing the appellants to hand over to the respondent the share scrips and/or duplicate share scrips in respect of 170 shares to the respondent.

( 2 ) IN 1943 the third appellant (hereinafter referred to as " the company ") was incorporated with an authorised capital of Rs. 12,00,000 divided into 1,,200 ordinary shares of Rs. 1,000 each. The issued share capital was Rs. 6,00,000 divided into 600 fully paid up ordinary shares of the face value of Rs. 1,000. The main object of the company was to purchase, take on lease or exchange or otherwise acquire land and buildings in Calcutta or elsewhere and to acquire the property situate at No. 1 and 1/1, Bishop Lefroy Road, Calcutta. The founder-director of the company, which was a family concern, was one S. F. Mazda who held 540 shares, the other shares being held as follows : F. F. Mazda (brother of S. F. Mazda) 10 shares

D. S. Mazda (son) 10 shares

Mrs. D. K. Irani (daughter) 20 shares

Mrs. K. R. Irani (daughter) 20 shares

( 3 ) IN 1956 the 10 shares held by F. F. Mazda were transferred to the founder-director, S F. Mazda, whose total holding, therefore, became 550 shares. Thereafter, on December 21, 1955, S. F. Mazda transferred 40 shares to his son, D. S. Mazda, and 150 shares to the respondent, who is a son-in-law of S. F. Mazda, and to the brother of the respondent, who is the other son-in-law of S. F. Mazda. The respondent's case is that 150 shares were given to him by way of a valid lawful gift and were accepted by the respondent during the lifetime of S. F. Mazda. In 1956 the respondent's wife, Mrs. K. R. Irani, transferred her 20 shares to the respondent and in consequence of this transfer the respondent became the registered holder of 170 shares of the company. It is alleged that in the same year the respondent's brother's wife, Mrs. D. K. Irani, also transferred in favour of the respondent's brother 20 shares standing in her name, so that the respondent's brother also became the registered holder of 170 shares of the company. In 1956 the shares of the company were held as follows: s. F. Mazda 210 shares d. S. Mazda (first appellant)50 shares k. R. Irani (respondent)170 shares d. K. Irani 170 shares

( 4 ) THE founder-director, S. F. Mazda, died on May 25, 1969, and thereupon the respondent and his wife who are residents of Poona, came to Calcutta, and made enquiries as to the position of assets and liabilities of the deceased. But it is alleged that the first appellant did not make a full disclosure of the assets, and, thereupon, disputes and differences arose between the heirs and legal representatives of the deceased under the Parsee Law of Inheritance. According to the respondent, the share scrips of the 170 shares held by him and registered in his name were in the possession of the first appellant, who was in management and control of the company. The respondent demanded delivery of the said share scrips and thiswas refused.

( 5 ) THE company owns valuable house property, namely, the two premises mentioned above and they yield an annual income of Rs. 1,20,000. The respondent, thereafter, made various searches and enquiries and also inspected various records of the company filed with the Registrar of Companies. He claims to have discovered that the respondent's 170 shares in the company were purported to have been transferred to the first appellant on or about June 18, 1965, and the 170 shares belonging to the respondent's brother were purporte