Proof of delivery of share certificates failed where the company lacked contemporaneous records and inconsistent explanations could not discharge the burden.

A company must prove actual delivery of share certificates in accordance with the statutory procedure when delivery is disputed. Here, allotment was admitted, but the company failed to produce contemporaneous proof such as a dispatch register, acknowledgement, counterfoil, or certificate particulars, and its explanations about delivery and pledge were inconsistent and unsupported. Third-party claims of pledge did not excuse or displace the company's obligation to prove delivery in a proceeding confined to that issue. The company therefore defaulted in delivering the share certificates and was directed to make good the default by delivering them within the time fixed.

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Issues: Whether the company had defaulted in delivering the share certificates in respect of the allotted shares and was liable to be directed to make good the default.

Analysis: The allotment of shares was admitted. The dispute turned on whether the company had proved actual delivery of the share certificates in accordance with the statutory procedure. The records showed repeated demands by the petitioner for delivery, while the company's own versions on the alleged delivery and pledge of the shares were inconsistent and unsupported by contemporaneous proof. No dispatch register, acknowledgement, counterfoil, or particulars of the certificates were produced. In a proceeding confined to delivery under the statutory provision, third-party claims regarding pledge did not displace the company's obligation to prove delivery. The burden to establish delivery lay on the company, and it failed to discharge that burden.

Conclusion: The company had defaulted in delivering the share certificates and was directed to make good the default by delivering the certificates within the time fixed.

Ratio Decidendi: In a proceeding for delivery of share certificates, the company must prove actual delivery in the manner required by law, and unsupported assertions of delivery or collateral dealings do not discharge that burden.

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