Lottery-like public benefit schemes remain unlawful where chance determines selection, and registration may be refused.

The Registrar of Joint Stock Companies was treated as exercising a quasi-judicial discretion when considering registration of altered articles, so the function was not merely mechanical. The proposed arrangement was also analysed on its substance and found to confer a public benefit selected by lot, with the advantage depending on chance. Substituting a loan for a cash prize did not change the essential character of the scheme, which remained lottery-like in operation and therefore fell within the mischief of Section 294-A of the Indian Penal Code, 1860. Registration was accordingly refused and the challenge failed.

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Issues: Whether the Assistant Registrar of Joint Stock Companies had power to refuse registration of the altered articles, and whether the proposed scheme offended Section 294-A of the Indian Penal Code, 1860.

Analysis: The Registrar's role in registering a memorandum or articles was treated as involving discretion of a quasi-judicial character, so refusal was not confined to a purely mechanical duty. On the merits, the proposed arrangement was found to offer the public a benefit in the form of a loan selected by lot, with the advantage depending on chance. The substitution of a loan for a cash prize did not alter the essential character of the scheme, which remained one where benefit was distributed by lottery-like selection and therefore fell within the mischief of Section 294-A of the Indian Penal Code, 1860.

Conclusion: The refusal to register the articles was upheld and the challenge failed.

Ratio Decidendi: A scheme that offers a benefit to the public and distributes it by selection through chance falls within Section 294-A of the Indian Penal Code, 1860, and the Registrar may refuse registration of articles embodying such an unlawful scheme.

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