Rectification of register denied where company fault is not proved; contributories must follow the registered entries and alteration refused.

Rectification of the company register under the Companies Act requires proof of omission or default by the company itself; where liability on the register arises by law, relief under rectification provisions is confined to instances of company fault, not failures by transferors or transferees. Evidence of executed transfer forms, payment of consideration, dividends to purchasers or notice of sale does not substitute for lodging transfers with the company or prove company default. Because no company omission or default was established, alteration of the contributories was refused and the contributory list must follow the register.

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Issues: Whether the appellant is entitled to rectification of the company register and alteration of the list of contributories to exclude his name and insert the purchasers' names in respect of 501 shares.

Analysis: Section 184 empowers settlement of the list of contributories and rectification of the register only as permitted by the Companies Act; section 38 specifies rectification where a name is fraudulently or without sufficient cause entered or omitted, or where default or unnecessary delay occurs in entering cessation of membership, and section 156 makes liability of a person on the register arise by law. Relief under section 38 requires proof of omission or default on the part of the company keeping the register, not merely default by purchasers. The appellant relied on executed blank transfer forms, receipt of consideration, payment of certain dividends to purchasers and a letter informing the company of the sale; however, no transfer forms were ever lodged with the company and no evidence established company fault in failing to register the purchasers. Authorities applying the principle limit rectification relief to cases where the company alone is at fault; where fault lies with the transferors or transferees, rectification is not warranted.

Conclusion: The appellant has not established omission or default by the company entitling him to rectification of the register; accordingly the list of contributories must follow the register and the application for alteration is dismissed, against the appellant.

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