Share transfer registration cannot be refused on the transferor's bare misrepresentation claim when transfer documents are duly executed.

Where a share transfer was supported by duly executed transfer documents presented in accordance with the company's articles, the company could not refuse registration merely on the transferor's allegation of misrepresentation. The refusal was not founded on any independent company right exercised in the interests of the company, and any challenge to the transfer should have been pursued by the transferor through proceedings to set it aside. Rectification of the share register was ordered and the transferred shares were directed to be registered in the transferee's name.

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Issues: Whether the petitioner was entitled to rectification of the company's share register and registration of the transferred shares in his name.

Analysis: The necessary transfer documents had been duly executed and presented to the company in accordance with its articles. The company refused registration on the basis of an allegation made by the transferor that he had been induced to part with the shares by misrepresentation. The refusal was not based on any independent company right exercised in the interest of the company, and the transferor, having signed the transfer request, should have pursued proceedings to set aside the transfer if he had any valid ground to challenge it.

Conclusion: Rectification of the share register was ordered, and the shares were directed to be registered in the petitioner's name.

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