JAI MAHAL HOTELS PVT. LTD.versusRAJ KUMAR DEVRAJ & ORS.

                    (2015] 11 S.C.R. 323


              JAi MAHAL HOTELS PVT. LTD.                          A
                              v.
               RAJ KUMAR DEVRAJ & ORS.
              (Civil Appeal No. 7914 of 2015)
                                                                  B
                   SEPTEMBER 23, 2015
   [ANIL R. DAVE AND ADARSH KUMAR GOEL, JJ.]
       Companies Act, 1956 - s. 111 - Power under, to direct
rectification in the share register of a Company- Scope of-       c
Late Maharaja bequeathed his shares in the estate in favour
of his mother-rajmata - Issuance of succession certificate in
favour of mother and her grand children-DR group by District
Judge - After the death of mother, grandchildren sought
transmission and transfer of shares in their names on basis       D
of succession certificate, however, the same was challenged
by the step grand children- Company Law Board (CLB) held
that such disputed and complicated questions of law and facts
cannot be decided by CLB in summary jurisdiction uls. 111
of the Act- In appeal, the High Court directed rectification at   E
the instance of DR group - On appeal, held: There is no real
dispute between the parties about the entitlement of DR
Group to have the shares transferred in their favour -
Maharaja executed Will in favour of his mother; mother and
DR jointly obtained succession certificate; mother signed the     F
transfer deeds and communicated the same to the Board of
Directors; and the civil court declined to grant temporary
injunction finding no prima facie case against the succession
certificate - Thus, even in summary jurisdiction, CLB had
no justification to reject the claim of the DR Group - High       G
Court rightly set aside the said order.

              Dismissing the appeals, the Court

                                                                  H
                             323
324       SUPREME COURT REPORTS               [2015] 11 S.C.R.


A        HELD: 1.1 There is a thin line in appreciating the
   scope of jurisdiction of the Company Court/Company
   Law Board. The jurisdiction is exclusive ifthe matter truly
   relates to rectification but if the issue is alien to
   rectification, such matter may not be within the exclusive
 B jurisdiction of the Company Court/Company Law Board.
   [Para 17] [336-G-H; 337-A]

        1.2 There is no real dispute between the parties. It
  is concluded that LMJS executed will in favour of his
C mother-GD; GD and DR jointly obtained succession
  certificate; GD signed the transfer deeds and
  communicated the same to the Board of Directors; and
  the civil court declined to grant temporary injunction
  finding no prima facie case against the succession
D certificate. In the said circumstances, even in summary
  jurisdiction, the CLB had no justification to reject the
  claim of the DR Group. The High Court rightly reversed
  the said order. [Paras 20, 22 and 23] [337-H; 338-E-H]

 E       Ammonia Supplies Corpn. (P) Ltd. vs. Modern
         Plastic Containers (P) Ltd. 1998 (7) SCC 105:
         1998 (1) Suppl. SCR 413; Standard Chartered
         Bank vs. Andhra Bank Financial Services Ltd.
         2006 (6) SCC 94: 2006 (2) Suppl. SCR 1; Luxmi
 F       Tea Company Limited vs. Pradip Kumar Sarkar
         1989 Supp. (2) sec 656: 1989 (2) Suppl. SCR
         82; Bajaj Auto Ltd. vs. N.K. Firodia 1970 (2) SCC
         550, 557: 1971 (2) SCR 40; Mu/raj vs. Murti
         Raghonathfi Maharaj (1967) 3 SCR 84;Manohar
G        Lal vs. Ugrasen 2010 (11) SCC 557: 2010 (7)
         SCR 346; Ajudh Raj VS. Moti 1991 (3) sec
         136;Chiranjila Shrila/ Goenka vs. Jasjit Singh
         1993 (2) sec 507: 1993 (2) SCR 454; Nupur
         Mitra vs. Basubani Pvt. Ltd. 1999 (2) Calcutta Law
 H
 JAi MAHAL HOTELS PVT. LTD. v. RAJKUMAR DEVRAJ                  325


     Times 264; Public Passenger Service Ltd. vs.               A
     M.A. Khadar AIR 1966 SC 489: 1966 SCR 683-
     referred to.

                    Case Law Reference
                                 referred to.    Para 11        B
1998 (1) Suppl. SCR 413
2006 (2) Suppl. SCR 1            referred to.    Para 11
1989.(2) Suppl. SCR 82           referred to.    Para 11
1971 (2) SCR 40                  referred to.    Para 11        c
(1967) 3 SCR 84                  referred to.    Para 11
2010 (7) SCR 346                 referred to.    Para 11
1991 (3) sec 136                 referred to.    Para 11
                                 referred to.    Para 11        D
1993 (2) SCR 454
1999 (2) Calcutta
Law Times 264                    referred to.    Para 13
1966 SCR 683                     referred to.    Para 16
                                                                E
     CIVIL APPELLATE JURISDICTION: Civil Appeal No.
7914 of 2015

     From the Judgment and Order dated 12.12.2012 of the
High Court of Delhi at New Delhi in Company Appeal No. 25       F
of2011

     WITH

     C.A. NOS. 7915, 7919, 7916, 7917 & 7918 of2015
                                                                G
      H. P. Rawal, Sanjiv Sen, Vikas Singh, Parth Sil, Dev J.
qoy, Tavish B. Prasad; DivyaAnand, Sarad Kumar Singhania,
Rashmi Singhania for the Appellant.

                                                                H
326         SUPREME COURT REPORTS                 [2015] 11 S.C.R.


A           C.A. Sundaram, Anjali K. Varma, Abhishek K. Rao,
      Tushita Ghosh, Bhavya Bharti, Shailesh Suman, Rohini Musa,
      Jaffar lnayat (for Meera Mathur) for the Respondents.

           The Judgment of the Court was delivered by
B
           ADARSH KUMAR GOEL, J. 1. Leave granted. The
      question raised in these appeals relates to the scope of power
      under Section 111 of the Companies Act, 1956, to direct
      rectification in the share register of a company. The question
c     has to be examined in the context of correctness of the view
      taken in the impugned order passed by the High Court
      directing rectification at the instance of Respondent No.1-
      Rajkumar Devraj and Respondent No.2-Rajkumari Lalitya
      Kumari (the "DR Group"), who are the son and daughter
D     respectively of late Maharaja Jagat Singh ("LMJS") .

        2. LMJS held shares in Mis. Jai Mahal Hotels Pvt. Ltd.,
  Mis. Ram Bagh Palace Hotels Pvt. Ltd., Mis Sawai Madhopur
  Lodge Pvt. Ltd. and Mis. S.M.S. Investment Corporation Pvt.
E Ltd. He died on 05th February, 1997 leaving behind a Will
  dated 23'd June, 1996 in favour of his mother Gayatri Devi
  ("GD"). Succession certificate dated 19th February, 2009 was
  issued by the District Judge, Jaipur jointly in favour of GD and
  DR Group. GD executed transfer deed dated 27th April, 2009
F in favour of DR Group. She also executed Will dated 10th May,
  2009 in favour of DR Group. She died on 291h September,
  2009. Vide letter dat~d 15th July, 2009, DR Group claimed
  transmission and transfer of shares in their favour on the basis
  of succession certificate dated 19th February, 2009 issued by
G the District and Sessions Judge, Jaipur (Civil), transfer deed
  dated 27th April, 2009 executed by their grand mother Gayitri
  Devi ("GD") along with revalidation of the letter issued by the
  Registrar of Companies.

H
 JAi MAHAL HOTELS PVT. LTD. v. RAJKUMAR DEVRAJ                     327
            [ADARSH KUMAR GOEL, J.)

       3. The application having not been accepted by the          A
Company, the DR Group filed appeals before the Company
Law Board ("CLB"), New Delhi. Urvashi Devi, grand daughter
of husband of GD from another wife ("UD Group") filed
application for impleadment stating that the succession
certificate was a nullity. She accepted validity of Will dated     B
23'd June, 1996 executed in favour of GD by LMJS but
contested the succession certificate. It was her further case
that DR Group had no right of succession in view of Will dated
23rd June, 1996 and they were also not heirs of GD as LMJS
was adopted in another family. Further stand was that since        C
at the instance of GD, proceedings were stayed, succession
certificate could not be granted even at her instance. Stay
granted by the High Court was in a petition seeking
consolidation of a probate case and succession certificate.        D
Section 370 of Succession Act was also invoked. It was also
submitted that the settlement which was the basis of succession
certificate was not genuine. Her Will dated 101h May, 2009
was also contested. Urvashi Devi, Prithvi Raj and Jai Singh
also sought transfer of shares in their favour claiming as heirs   E
of GD. It was submitted that GD could not enter into any
settlement contrary to the Will dated 23'd June, 1996. Further
contention was that she died intestate on 29th September, 2009
and that DG has been disinherited by LMJS in his Will dated
23rdJune,1996.                                                     F

       4. Suit No.32 of 2010 was also filed by the UD Group
before the District Judge, Jaipur, raising the dispute of
succession to the estate of GD. In the said suit, CMA No.20
of 2010 was filed under Order XXXIX Rules 1 and 2 CPC, for G
temporary injunction. The application was dismissed by
detailed order dated 2~th July, 2011. In the said application,
all the issues raised by the UD Group were examined prima
facie, including validity of succession certificate dated 19th
                                                                   H
328         SUPREME COURT REPORTS                [2015) 11 S.C.R.       •


A February, 2009. The Court on considering the rival submissions
  held:

           "In such condition seeing the said entire facts and
           circumstances and the documents submitted no prima
B          facie case is made out by the applicants for stopping
           the implementation of the order dated 19.02.2009 ·
           passed in S.A. No.134of1998 by the Learned District
           Judge, Jaipur till the disposal of the suit."

c           5. The CLB dismissed the appeals filed by the DR Group
      vide order dated 16th March, 2011. The Board framed following .
      questions for consideration :
           "(i) Whether order dated 19.02.2009 in Succession
           Case No. 134198 is a nullity?
D
           (ii) Whether a Will exists?

           (iii) Whether the a71eged Will dated 23.06.1996 is
           required to be proved or disprove?
E          (iv) Whether the probate proceedings in Case No. 321
           2006 could be dismissed/disposed of on the basis of a
           settlement between the private parties?

           (v) Whether probate proceedings exist as on date?
 F
           (vi) Whether construction of the Will is required?

           (vii) Whether bar of Section 370 of the Indian
           Succession Act operates in the facts and circumstances
           of this case?
G
           (viii) Whether Sections 373, 381, 383 and other
           provisions of the Indian Succession Act are applicable
           in the facts and circumstances of this case?

H          (ix) Whether Late Maharaj Jagat Singh was adopted?
 JAi MAHAL HOTELS PVT. LTD. v. RAJKUMAR DEVRAJ                      329
            [ADARSH KUMAR GOEL, J.]

     (x) Who really are the legal representatives for the            A
     shares held in the sole name of the deceased?"

     6. To decide the above questions, following issues were
framed:
                                                                     8
     (i) Whether these petitions involve disputed and
     complicated questions of law and facts regarding
     entitlement to the estate of late Maharaj Jagat Singh?

       (ii) If these petitions involve complicated questions of
       Jaw and facts, whether these are maintainable before C
    . the CLB? To be precise, whether the CLB has
      jurisdiction in this matter or it is ousted on account of
       the competent court i.e. Civil Court having jurisdiction
       in this matter.
                                                                     D
     (iii) In case, the CLB exercising its discretion proceeds
     to decide the entitlement to shareholding attracting the
     provisions of sub-section (7) of Section. 111, is the CLB
     competent to decide whether the alleged Will is proved
     or disproved? And as well as other questins E
     enumerated in para 51 above.

     (iv) Further, can be CLB ignore that in view of the stay
     order of the High Court the order dated 19. 02. 2009 in
     Case No. 134198 on which issuing of Succession F
     Certificate is based and Succession Certificate is the
     basis for the petitioners in C.P. Nos.13 to 16 to claim
     transmission of shares, is a nullify, is it ab initio void in
     law, is it without jurisdiction, is it a merely nullity, i~ is not
     necessary for anybody who objects to that order, to apply G
     to set it aside, he can only rely on its invalidity when it is
     set up against him, although he has not taken steps to
     set it aside, such order cannot give rise to any right
     whatever not even to a right to appeal, it can give rise to H
330       SUPREME COURT REPORTS                  [2015) 11 S.C.R.


A        no rights and impose no obligations, the same can be
         ignored as nullity, that is, non-existent in the eye of law
         and it is not necessary to set it aside?
         (v) Whether the order dated 19.02.2009 is
B        unenforceable due to the bar of Section 370 of the Indian
         Succession Act, 1925 for granting Succession
         Cet1ificate in the presence of the Will?
         (vi) Can in view of Section 381 of the Succession Act,
         the Succession Cet1ificate granted jointly in the name
c        of the Rajmata and two grand children be operative after
         the demise of the Rajmata?

         (vii) Ct!n the probate proceedings in case No.327106
         be dismissed on the basis of a settlement between
D        private patties?
         (viii) Can probate proceedings decide entitlement?

         (ix) Whether the CLB shal/proceed to decide whether
         in the face of the alleged Will disinheriting Devraj &
 E
         Lalitya, Late Rajmata can directly or indirectly still.make
         them entitle to the estate of Late Maharaj Jagat Singh?

         (x) Whether in the presence of the alleged Will
         disinheriting Devraj & Lalitya, the estate of Late Maharaj
 F
         Jagat Singh devolve upon Rajkumari Urvashi, Maharaj
         Prithviraj Singh, Maharaj Jai Singh and Maharaja
         Bhawani Sing11 whose case is based on adoption of Late
         Maharaj Jagat Singh?
G        (xi) Whether the CLB can decide these questions in a
         summary jurisdiction is the main issue to be considered.
         in this matter?

      7. It was held that the Board could not decide the
H complexity of facts and law which had arisen a_nd such questions
 JAi MAHAL HOTELS PVT. LTD. v. RAJKUMAR DEVRAJ                331
            [ADARSH KUMAR GOEL, J.]

could be decided before the Civil Court and not before the A
CLB. In this view of the matter, the matter was not gone into
on merits. The concluding part of the order is as follows:

      "67. Having carefully considered the facts of the present
     case and the nature of the a/legations made by the s
     parties as mentioned above and applying the ratio of
     the decisions mentioned above, I am of the view that
     such disputed and complicated questions of law and
     facts cannot be decide_d by the CLB in the summary
     jurisdiction under Section 111 of the Act. Such C
     questions which are involved in the present case can
     be decided before the Civil Court on the basis of the
     oral and documentary evidence adduced by the parties
     in support of their respective cases. The CLB is not
     the forum to adjudicate on these complicated questions D
     of law and facts. The issue "whether the application is
     not maintainable on account of its involving
     complicated questions of title" it is not necessary to
     decide the other issues raised in the case. . ........ "
                                                                E
     8. DR Group moved the High Court of Delhi under
Section 1OF of the Companies Act. UD Group also filed
appeals before the High Court. The High Court allowed the
appeals of DR Group and dismissed the appeal filed by the
UD Group. The operative part of the order passed by the High F
Court is as follows :

     "38. Having considered carefully, the facts of the present
     case and the nature of the a/legations made by the
     respondents, it is clear that the alleged disputes raised G
     by the respondent group in so far as the rectification
     issue is concerned are all illusory. Admittedly these
     shares were in the name of Jagat Singh who had
     bequeathed them to his mother Maharani Gayatri Devi
     and she in terms of a settlement arrived at between her H
332        SUPREME COURT REPORTS                  [2015] 11 S.C.R.


A         grandchildren followed by her Will had bequeathed the
          said share holding thereafter in favour of her
          grandchildren i.e. the petitioner group. The respondents
          who were the cousins of Jagat Singh are not even
          claiming as legal heirs of Jagat Singh but only in their
 B        capacity of his legal representatives; these allegations
          do not in any manner affect the title of the shareholding
          of Jagat Singh. There is no involvement of any fraud or
          forgery. Petition under Section 111 of the Companies
          Act was well maintainable.
c
          39. The CLB returning a finding opposite has committed
          an illegality which is liable to be set aside. It is
          accordingly set aside. The order dated 16.3.2011 is set
          aside; the member register of the companies be
D         rectified in the name of the petitioner group and the
          petitioners i.e. Dev Raj and Lalitya Kumari be
          substituted in lieu of Jagat Singh.

          40. As noted Supra, the appeals filed by the respondent
E         group are infructuous; they have supported the order
          of the CLB, their prayer in the appeal that the shares
          register be rectified in their favour as necessarily to be
          dismissed as even as per their own statement, they do ·
          not have any document to support their submission that
F         they are entitled to the rectification of the member
          register qua these shares of Jagat Singh in theirfavour."

         9. Thus, the High Court held that the succession certificate
  dated 19th February, 2009 issued by the competent court had
G to be taken as conclusive evidence under Section 381 of the
  Indian Succession Act. The plea thatthe succession certificate
  dated 19th February, 2009 was in violation of stay order dated
  zotti August, 2008 was rejected. It was observed that stay order
  was passed at the instance of GD herself whose statement
H itself was the basis of the order dated 19th February, 2009.
    JAi MAHAL HOTELS PVT. LTD. v. RAJ KUMAR DEVRAJ                333
               [ADARSH KUMAR GOEL, J.)

Writ Petition No. 7524 of 2008 wherein order dated 20th August,   A
2008 was passed itself was got disposed of as infructuous on
18th January, 2011 in view of order dated 19th February, 2009.
UD Group was in no manner connected with those
proceedings. As regards Suit filed by UD Group c~allenging
order dated 191h February, 2009, interim application for stay     B
of order dated 19th February, 2009 was dismissed on 28th July,
2011. The Court had refused to grant any interim injunction in
favour. of UD Group and other plaintiffs. As regards
disinheritance of DR Group in Will dated 23'd June, 1996, it
was observed that the reason for disinheriting as mentioned       C
therein was not against the DR Group but only against the
estranged wife of the testator. The GD who was the legatee
herself bequeathed her rights in favour of the DR Group by
duly signing the transfer deeds and communicating the same        D
to the Board of Directors. She also executed Will dated 101h
May, 2009. Mere fact that the same had been challenged was
no bar to the claim of the DR Group.

     10. We have heard S/Shri H.P. Rawal, Sanjiv Sen, learned
senior counsel for the Companies, Shri Vikas Singh, learned       E
senior counsel for the UD Group and Shri C.A. Sundaram,
learned senior counsel for the DR Group and perused the
records.

      11. Contention raised on behalf of the appellants mainly F
is that jurisdiction under Section 111 of the Companies Actis
summary in nature and complicated questions of title cannot
be adjudicated upon in the said jurisdiction. Reliance has also
been placed on Ammonia Supplies Corpn. (P) Ltd. vs.
Modern Plastic Containers (P) Ltd. 1, Standard Chartered G
Sank vs. Andhra Bank Financial Services Ltd. 2, Luxmi Tea


1   1998 (7) sec 105
2   2006 (6) sec 94                                               H
334            SUPREME COURT REPORTS                [2015) 11 S.C.R.


A     CompanyLimitedvs. Pradip Kumar Sarkar and Bajaj Auto
      Ltd. vs. N.K. Firodia4. Further submission is that succession
      certificate was void on account of interim order passed by the
      High Cou·rt dated 201h August, 2008. Reliance has been placed
      on Mu/raj vs. Murti Raghonathji Maharaj5, Manohar Lal
 B    vs. Ugrasen 6, Ajudh Raj vs. Mott7 and Chiranjila Shrilal
      Goenka vs. Jasjit Singh8•

        12. It was also submitted that DR Group could no.t inherit
  the rights of LMJS in view of the language of the Will dated
C 23rd June, 1996 and also on the ground that the Will executed
  by GD was under challenge. In absence of the said Will, DR
  Group could not acquire any rights as UD Group was entitled
  to inherit the estate of GD.

D            13. Per contra, Shri Sundaram supported the view taken
      by the High Court. His submission is that there is no real
      dispute. The succession certificate in favour of DR Group has
      to be acted upon especially when in the suit filed by the UD
      Group, interim order has been declined and it has been found
E     that there was no prima facie case in challenge to the said
      certificate. Pendency of suit without there being any interim
      order in favour of the UD Group in respect of succession to
      the estate of the GD was of no consequence. The scope of
      power under Section 111 (7) of the Companies Act included
 F    jurisdiction to decide a question of title. Apart from succession
      certificate and the Will, GD had executed transfer deed and
      communicated the same to the Board of Directors. In the face

      ' 1989 Supp. (2) sec 656
G
      • 1970 (2) sec 550, 557
      5
          (1967) 3 SCR 84
      • 2010 (11) sec 557
      '1991 (3) sec 136

H • 1993 (2) sec 507
    JAi MAHAL HOTELS PVT. LTD. v. RAJKUMAR DEVRAJ              335
               [ADARSH KUMAR GOEL, J.]

of her statement in proceedings for succession certificate A
followed by transfer deed, no dispute whatsoever, remained
as to the rights of DR Group to have the shares transferred in
their favour. The Board of Directors was dominated by the
UD Group who abused its position to deprive DR Group of
their rights. The CLB failed to appreciate the scope of its B
jurisdiction as well as the scope of controversy between the
parties. The High Court rightly allowed their appeal. Apart
from relying upon the judgment in Ammonia (supra), reliance
was also placed on judgment of Calcutta High Court by Ruma
Pal, J. (as she then was) in Nupur Mitra vs. Basubani Pvt. C
Ltd. 9•

       14. We have given due consideration to the rival
submissions. The mai.n question for consideration is whether
there is any real disp·ute between the parties about the D
entitlement of DR Group to have the shares transferred in their
favour and whether the exercise of jurisdiction by the High Court
is beyond the scope of Section 111 of the Companies Act.

        15. We are of the opinion that there is no real dispute E
between the parties as held by the High Court. DR Group has
furnished the succession certificate as well as the transfer deed
executed by GD in their favour. The same had to be acted
upon. Moreover, the civil court in interim application moved
by the U D Group held that the UD Group had no prima facie F
case. The said order was required to be acted upon subject
to any further order that may be passed in any pending
proceedings between the parties. There is no conflicting order
of any court or authority. There is thus, no complicated question
of title. Moreover, there is no bar to adjudication for purposes G
of transfer of shares unless the court finds otherwise. The stay
order obtained by GD herself could not debar her from making


9
    1999 (2) Calcutta Law Times 264                             H
336          SUPREME COURT REPORTS                   [2015] 11 S.C.R.


A     a statement to settle the matter. The judgments relied upon
      by the appellants have no application to such a fact situation.

            16. In Ammonia (supra), the scope of jurisdiction of the
      Company Court to deal with an issue of rectification in the
B     Register of Members maintained by the Company was
      considered. Following Public Passenger Service Ltd. vs.
      M.A. Khadar10, it was held that jurisdiction under Section 155
      was summary in nature. If for reasons of complexity or
      otherwis.e, the matter could be more conveniently decided in
C     a suit, the Court may relegate the parties to such remedy.
      Subject to the said limitation, jurisdiction to deal with such
      matter is exclusively with the Company Court. It was observed

            "31. . ....... It cannot be doubted that in spite of
D           exclusiveness to decide all matters pertaining to the
            rectification it has to act within the said four comers and
            adjudication of such matters cannot be doubted to be
            summary in nature. So, whenever a question is raised
            the court has to adjudicate on the facts and
E           circumstances of each case. If it truly is rectification, all
            matters raised in that connection should be decided
            by the court under Section 155 and if it finds
            adjudication of any matter not falling under it, it may
            direct a party to get his right adjudicated by a civil court.
F           Unless jurisdiction is expressly or implicitly barred
            under a statute, for violation or redress of any such right
            the civil court would have jurisdiction . ........ "

          17. Thus, there is a thin line in appreciating the scope of
G jurisdiction of the Company Court/Company Law Board. The
  jurisdiction is exclusive if the matter truly relates to rectification
  but if the issue is alien to rectification, such matter may not be


H     10 AIR 1966 SC 489
 JAi MAHAL HOTELS PVT. LTD. v. RAJKUMAR DEVRAJ                   337
            [ADARSH KUMAR GOEL, J.]

within the exclusive jurisdiction of the Company Court/Company A
Law Board.

      18. In $tandard Chartered· Bank (supra), scope of
Section 111 (7) was considered. It was observed that
jurisdiction being summary in nature, a seriously disputed B
question of title could be left to be decided by the civil court. It
was observed :

      "29 ...... The nature of proceedings under Section 111
      are slightly different from a title suit, although, sub- c
     section (7) of Section 111 gives to the Tribunal the
     jurisdiction to decide any question relating to the title
     of any person who is a party to the application, to have
     his name entered in or omitted from the register and
      also the general jurisdiction to decide any question D
     which it is necessary or expedient to decide in
     connection with such an application. It has been held
     in Ammonia Supplies Corpn. (P) Ltd. v. Modem Plastic
      Containers (P) Ltd. that the jurisdiction exercised by
     the Company Court under Section 155 of the E
     Companies Act, 1956 (corresponding to Section 111
     of the present Act, before its amendment by Act 31 of
      1988) was somewhat summary in nature and that if a
     seriously disputed question of title arose, the Company
     Court should relegate the parties to a suit, which was F
     the more appropriate remedy for investigation and
     adjudication of such seriously disputed question of title."

      19. In Luxmi Tea Company Limited and Bajaj Auto
Ltd. (supra), it was observed that a company did not have any G
discretion in rectifying its register except to require the
procedure being followed.

     20. In the present case, as already observed, there is no
~eal dispute between the parties. The DR Group followed the       H
338         SUPREME COURT REPORTS                   [2015] 11 S.C.R.


A     due procedure. It had the succession certificate in its favour
      apart from the transfer deed from GD, who admittedly inherited
      rights from LMJS. Will in favour of GD is beyond any dispute.
      Thus, the DR Group derived rights from the GD by documents
      executed by her in her lifetime and conveyed to the Company.
 B    Even if the Will of GD is not taken into account, for purposes of
      issue of rectification, the documents executed by GD clearly
      entitled the DR Group to have the rectification made.

            21. The decisions in Mu/raj, Manohar Lal, Ajudh Raj
C     and Chiranjilal Shrila/ Goenka (supra) are of no relevance
      to a situation where the beneficiary of the interim order itself
      opts to proceed with the matter in respect of which stay is
      granted by higher Court. In the present case, GD having settled
      the matter and having herself sought rectification, the interim
D     order granted at her instance could be no bar against the DR
      Group. The decisions sought are thus, of no relevance to such
      a situation.

            22. We sum up our conclusions as follows:
E
            (i) LMJS executed will in favour of his mother- GD which
            is not in dispute;

            (ii) GD and DR jointly obtained succession certificate;

F          (iii) GD signed the transfer deeds and communicated
           the same to the Board of Directors; and

           (iv) The civil court vide order dated 281h July, 1991
           declined to grant temporary injunction finding no prima
G          facie case against the succession certificate.

           23. In above circumstances, even in summary jurisdiction,
      the CLB had no justification to reject the claim of the DR Group.
      The High Court rightly reversed the said order.
H
 JAi MAHAL HOTELS PVT. LTD. v. RAJKUMAR DEVRAJ                      339
            [ADARSH KUMAR GOEL, J.]

     24. In view of the above, we find no merit in these appeals. A
The same are dismissed with costs quantified at Rs.5 lakhs in
each of the appeals.

Nidhi Jain
                                                                .
                                              Appeals dismissed .