Rectification of register of members requires fault by the company; mere share sale or blank transfer forms are insufficient.

Rectification of the register of members is available only where the company has fraudulently or without sufficient cause entered or omitted a name, or has defaulted or delayed in recording that a person ceased to be a member. The decisive inquiry is whether the company itself was at fault; mere sale of shares, execution of blank transfer forms, or officers' knowledge of a transfer is insufficient. As no transfer forms were lodged and no omission or delay attributable to the company was shown, the appellant failed to establish a basis for rectification and remained liable as a contributory.

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Issues: Whether the appellant was entitled to have the register of members rectified and his name removed from the list of contributories in respect of shares said to have been sold and transferred to others.

Analysis: The power to settle the list of contributories under the Companies Act is linked with the Court's power to rectify the register of members. Such rectification is permissible only where the company has fraudulently or without sufficient cause entered or omitted a name, or has defaulted or delayed in entering the fact that a person has ceased to be a member. The decisive inquiry is whether the company itself was in fault. Mere sale of shares, execution of blank transfer forms, or knowledge of transfer by company officers is not enough. Since no transfer forms were lodged with the company and no omission or delay attributable to the company was shown, the appellant failed to establish any basis for rectification.

Conclusion: The appellant was not entitled to rectification of the register or removal from the contributory list, and his liability as a contributory remained unaffected.

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