Raja Azlan Shah J:

This is an application by way of summons made under s. 162 of the Companies Act, 1965 for an order that the register of members be rectified by deleting the name of Low Hon as holder of 20 shares in the respondent company and inserting therein the name of the appellant. The said company is the first respondent, the last three respondents are administrators of the estate of Low Hon, who was the applicant's mother.

The applicant in her affidavit stated that in 1953 she was the registered owner of the disputed shares in the respondent company. Some time in September 1957 she went to one Wong Ah Chiew who was a director of the respondent company and informed him that as she was leaving the country to settle down in Singapore, she intended to give her mother, Low Hon, a limited power of attorney, that is, to collect the monthly allowances and the dividends arising from her shares. The applicant's mother later obtained a share transfer form and gave that to Wong Ah Chiew for the applicant to sign. Wong Ah Chiew then requested the applicant to sign the transfer form saying that it was to effect a power of attorney to enable her mother to collect the monthly allowance and dividends. The applicant signed the transfer form thinking that it was merely to give a power of attorney to her mother. The mother was not present. It was only after the death of her mother in August 1963 that she discovered that her shares had been transferred to and registered in the mother's name.

Wong Ah Chiew in his affidavit deposed that the applicant saw him and informed him that she intended to leave Ampang to settle down in Singapore and that she intended to make provision for her mother. She intended to give her a power of attorney to enable her to collect the monthly allowances and the dividends from the shares. Later, the applicant's mother came to him with a transfer form and requested him to get it signed by the applicant. Accordingly, he proceeded with the transfer form to the applicant and informed her that it was to effect a power of attorney. The applicant then signed the form. Subsequently, a circular resolution was issued to the directors of the registered company for approval. The resolution was signed by the other directors upon Wong Ah Chiew informing them that it was only for the purpose of approving a power of attorney in respect of the applicant's shares made in favour of her mother. Liew Pah Ngen, the managing director and Tai Hin, a director of the respondent company gave similar accounts in their respective affidavits. But neither of them had seen the transfer form. Liew Fah Ngen deposed that the shares transfer was not attached to the circular resolution. Tai Hin further deposed that he did not know whether the shares were transferred to the mother's name or only to her as an attorney.

The last three respondents disputed the power of attorney. They claimed that it was an outright transfer to the mother.

Mr Devasar on behalf of the last three respondents submitted that the dispute could not be dealt with under s. 162 of the Companies Act in that in so far as the applicant alleged that she had been cheated or defrauded or misled which called for further investigation, the only way open to her was to bring a regular suit.

Section 162 of the Companies Act, 1965 provides as follows:

Sub-section (1). If -

(a) the name of any person is without sufficient cause entered in or omitted from the register .... the person aggrieved may apply to the Court for rectification of the register, and the Court may refuse the application or may order rectification of the register and payment by the company of any damages sustained by any party to the application.

That section provides for a summary remedy. Its exercise is a matter of discretion which should not be unduly fettered. The decided cases, merely furnish valuable illustrations of the exercise of the discretion. Whether a case falls to be adjudged under s. 162 or b