Share transfer rectification requires a duly completed transfer deed; estoppel cannot override mandatory registration requirements.

Rectification of a company's register may be sought after a winding up petition is presented but before a winding up order is made, though relief remains discretionary. Section 38 is not limited to cases of company default or delay and extends to entries made fraudulently or without sufficient cause. However, the court cannot direct substitution of an alleged transferee's name where no duly stamped transfer deed signed by both parties was presented for registration, because statutory and article-based transfer requirements must be complied with. Mere silence, non-issue of notices, or informal conduct did not create estoppel against the company.

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Issues: (i) Whether a petition for rectification of the register of members lies after a winding up petition but before the winding up order; (ii) whether rectification can be ordered under section 38 in the absence of default or delay by the company; (iii) whether, in the absence of a duly stamped transfer deed signed by both transferor and transferee and presented for registration, the court can direct deletion of the transferor's name and substitution of the alleged transferee; and (iv) whether the company was estopped from denying transfer by its conduct.

Issue (i): Whether a petition for rectification of the register of members lies after a winding up petition but before the winding up order.

Analysis: The jurisdiction to rectify the register is not extinguished merely because a winding up petition has been filed. The decisive point is whether the winding up order has actually been made and whether intervening rights of creditors or other innocent third parties have arisen. A petition filed after presentation of the winding up petition but before the winding up order is maintainable in principle, though the court may refuse relief in a proper case on discretionary grounds if the company is already in a state of bankruptcy or if the circumstances so require.

Conclusion: The petition was maintainable at that stage, but maintainability did not by itself justify granting relief.

Issue (ii): Whether rectification can be ordered under section 38 in the absence of default or delay by the company.

Analysis: The power of rectification under section 38 is not confined to cases where the company itself has committed mistake, default, or unnecessary delay. The provision extends to cases where a name is entered in or omitted from the register fraudulently or without sufficient cause. The jurisdiction is wide, but its exercise remains discretionary and must conform to the statutory scheme and the articles governing transfer and registration of shares.

Conclusion: The absence of company default or delay did not bar jurisdiction under section 38.

Issue (iii): Whether, in the absence of a duly stamped transfer deed signed by both transferor and transferee and presented for registration, the court can direct deletion of the transferor's name and substitution of the alleged transferee.

Analysis: Registration of a transfer of shares requires compliance with the statutory requirements and the articles of association. Where the transfer deed remains blank and no completed instrument signed by the transferee is presented, the company has no occasion or power to consider registration. The court cannot compel registration contrary to the contractual and statutory safeguards, and it cannot supply the missing transferee or dispense with the prescribed procedure. The company also retains the power under its articles and section 34(7) to refuse registration of a transfer even where a completed transfer deed is produced.

Conclusion: The direction to rectify the register and substitute the second defendant's name could not be sustained.

Issue (iv): Whether the company was estopped from denying transfer by its conduct.

Analysis: Mere silence, failure to send meeting notices or dividend warrants, or an informal telephone intimation, does not amount to a clear representation that the shares had been duly transferred in the manner required by law. Estoppel cannot operate to override mandatory statutory requirements for transfer and registration, particularly where the transferee was never identified in a completed transfer instrument presented to the company.

Conclusion: No estoppel arose against the company.

Final Conclusion: The decree of the court below was set aside and the suit for rectification and injunction failed because the statutory requirements for registration of the share transfer were not satisfied, and the company was not bound to register the alleged transfer or estopped from resisting it.

Ratio Decidendi: A court cannot direct rectification of a company's register so as to substitute an alleged transferee's name unless the transfer is supported by a duly completed and stamped transfer deed presented for registration in compliance with the Act and the articles, and estoppel or general equity cannot override those mandatory requirements.

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