Rectification of share register upheld where a legal representative sought registration in her own name and the company failed to act lawfully.

A legal representative who obtained letters of administration and promptly sought registration in her own name could invoke rectification where the company failed to take lawful steps to consider the request; that inaction was treated as default attracting rectification of the register. A claim framed merely in the capacity of administratrix was not sustainable because notice of trust was barred, but the application remained maintainable because the petitioner sought registration as holder in her own right. The court also treated the appeal remedy as concurrent rather than exclusive, so it did not displace rectification jurisdiction. The register was directed to be corrected in favour of the petitioner.

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Issues: (i) Whether the company had made default in entering the petitioner's name in the register of members so as to attract rectification under section 155(1)(b) of the Companies Act, 1956. (ii) Whether the petitioner's application was barred because she claimed in the capacity of administratrix and because the remedy under section 111 of the Companies Act, 1956 was said to be exclusive.

Issue (i): Whether the company had made default in entering the petitioner's name in the register of members so as to attract rectification under section 155(1)(b) of the Companies Act, 1956.

Analysis: The petitioner had obtained letters of administration, notified the company immediately, and elected to be registered in her own name as legal representative of the deceased member. The company did not take timely steps to place the matter before a properly convened board meeting and instead relied on an invalid closure of the transfer books without the notice required by section 154. On those facts, the Court held that the company had not merely delayed, but had defaulted in doing what was reasonable for registration to be considered and effected. The statutory scheme in regulation 26 of Table A entitled a person becoming entitled on death to elect to be registered, and regulation 25 recognised the legal representative of a sole holder.

Conclusion: The company had made default within section 155(1)(b), and rectification was warranted in favour of the petitioner.

Issue (ii): Whether the petitioner's application was barred because she claimed in the capacity of administratrix and because the remedy under section 111 of the Companies Act, 1956 was said to be exclusive.

Analysis: Although a claim to registration merely as administratrix was not sustainable in view of the prohibition against notice of trust under section 153, the application and correspondence showed that the petitioner sought registration in her own name as holder of the shares. The Court further held that section 111 did not curtail the court's jurisdiction under section 155, since the two remedies were concurrent and section 155 remained the controlling provision. Section 211(1) of the Indian Succession Act, 1925 and regulation 25 of Table A supported the petitioner's character as legal representative, and the absence of an exclusive remedy under section 111 meant the petition was maintainable in court.

Conclusion: The objections based on the administratrix description and on section 111 failed, and the application was maintainable in favour of the petitioner.

Final Conclusion: The register was ordered to be corrected by entering the petitioner as holder of the deceased member's shares, and the company was directed to bear the costs.

Ratio Decidendi: Where a legal representative promptly seeks registration in her own name after obtaining letters of administration, and the company fails to take lawful steps to consider the request, the resulting inaction can amount to default under section 155(1)(b); the court's rectification jurisdiction is not displaced by the existence of the appeal remedy under section 111.

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