Rectification of share register requires proof of conditional allotment; unauthorised company assurances cannot override articles of association.

A shareholder seeking rectification of the register must prove that his share application was made subject to enforceable conditions justifying removal of his name. The evidence here did not establish any conditional allotment: the correspondence and the applicant's own conduct were inconsistent with that claim, and the alleged assurances were unsupported by contemporaneous documents. Representations by company officers could not bind the company where they contradicted the articles of association, and the secretary had no general authority to induce subscriptions on that basis. The appellant therefore failed to show a right to rectification under section 38 of the Indian Companies Act, 1913, and the appeal was dismissed with costs.

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Issues: Whether the appellant established that his application for shares was subject to conditions entitling him to rectification of the register of members and removal of his name, and whether alleged representations by company officers bound the company.

Analysis: The evidence did not satisfactorily prove that any conditions were attached to the offer for shares. The correspondence and conduct of the appellant were inconsistent with the claim that the allotment was conditional. The alleged promises were also found to be improbable and unsupported by the contemporaneous documents. Even if representations had been made by company officers, they could not validly bind the company in a manner contrary to the articles of association, and the secretary had no general authority to make such representations to induce share subscriptions.

Conclusion: The appellant failed to establish a right to rectification under section 38 of the Indian Companies Act, 1913, and the appeal was dismissed with costs.

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