Prima facie company records establish membership, and a contributor must rebut them with cogent proof of fraud or lack of assent.

In winding-up proceedings, entries in the register of members, capital register, and minutes book are prima facie evidence of membership and the related proceedings. A person denying membership must rebut those records with cogent proof of fraud, want of authority, absence of assent, misrepresentation, or falsity. On the stated facts, the respondent's signing of the share application and participation in shareholders' meetings supported the finding that the shares were allotted with knowledge and assent, and that his name was properly borne on the register as a contributory.

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Issues: Whether the respondent had become a member of the company and was therefore liable to remain on the list of contributories in the winding-up proceedings.

Analysis: The entries in the register of members, the capital register, and the minutes book were prima facie evidence of membership and of the proceedings recorded therein. The burden lay on the respondent to displace those entries by proving fraud, want of authority, or absence of assent. The respondent admitted signing the share application and attending and presiding over shareholders' meetings, and the explanation that his name was entered without knowledge or assent was found unacceptable on the evidence. No sufficient proof of fraud, misrepresentation, or falsity of the company records was established.

Conclusion: The respondent was held to have agreed to become a member, the shares were duly allotted, and his name was rightly borne on the register with his knowledge and assent; he remained liable as a contributory.

Final Conclusion: The order removing the respondent's name from the list of contributories was set aside and the objection application was dismissed, with costs awarded to the Official Liquidator.

Ratio Decidendi: In winding-up proceedings, company records such as the register of members and minutes are prima facie evidence of membership, and the burden lies on the person denying membership to rebut those records by cogent proof.

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