Rectification of share register rejected where transfer by mother as natural guardian, delay, and civil forum issues defeated the claim.

Rectification of the register of members was refused where a minor's share transfer had been executed by the mother as natural guardian, the company had acted on the transfer deeds, and the petitioner had known of the transfer but raised no timely objection. The dispute over whether the father or mother could act as natural guardian was treated as a matter for the appropriate civil forum, and the petition was undermined by inordinate, unexplained delay. On those facts, the register entries were not shown to have been made without sufficient cause, and no case for rectification was made out.

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Issues: Whether rectification of the register of members was warranted under Section 111 of the Companies Act, 1956 on the footing that the transfer of the minor's shares was invalid because the mother signed the transfer deeds as natural guardian, and whether the petition was defeated by delay.

Analysis: The transfer documents on record bore the signature of the mother, who had consistently acted for the minor in earlier share transactions as well. The company had processed the impugned transfer on the basis of those executed deeds, and the petitioner had been aware of the transfer but did not object at the relevant time. The dispute essentially turned on whether the father or the mother could act as natural guardian, which was a matter better suited to be agitated in the appropriate civil forum. The petition was also filed after inordinate delay without adequate explanation. On these facts, the entries in the register could not be said to have been made without sufficient cause.

Conclusion: No case for rectification of the register of members was made out, and the petition failed.

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