Mandatory stamped transfer instrument required for share register rectification; omission could not be cured in proceedings.

Delivery of a properly executed and duly stamped transfer instrument was treated as a mandatory precondition to registration of a share transfer under the Companies Act, 1913, and therefore to any rectification of the share register. In the absence of a stamped transfer document, the company could not lawfully register the transfer, and rectification proceedings could not be used to compel an act contrary to the statute. The omission to stamp the transfer form was not regarded as a mere irregularity capable of being cured in rectification. On that reasoning, the petition for rectification was held not maintainable.

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Issues: Whether a petition for rectification of the share register under section 38 of the Companies Act, 1913 was maintainable when no duly stamped instrument of transfer had been delivered to the company as required by section 34(3) of that Act.

Analysis: The statutory scheme made delivery of a properly executed and duly stamped transfer instrument a prerequisite to any registration of transfer and, consequently, to relief by way of rectification of the register. The absence of a stamped transfer document meant that the company would have acted unlawfully had it registered the transfer. The contention that the omission to stamp the form could be cured through the rectification proceeding was rejected because the proceeding could not be used to compel action contrary to the statute. The requirement under section 34(3) was treated as mandatory and not as a mere irregularity.

Conclusion: The petition for rectification was not maintainable and the appeal succeeded.

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