Finality of contributories list bars later rectification of share register, and unexplained delay makes the challenge untenable.

An unappealed order settling the list of contributories in winding up proceedings attains finality and operates as res judicata, so contributory liability cannot later be reopened through a rectification petition against the share register. The application was also held to be barred by inordinate delay because the allotment had been made years earlier and no satisfactory explanation for the lapse of time or alleged fraud was offered. On these grounds, the rectification order could not stand and the petition was dismissed with costs.

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Issues: (i) Whether a petition for rectification of the register of members was maintainable after the petitioners' names had been settled in the list of contributories and the order had attained finality. (ii) Whether the petition was barred by inordinate delay.

Issue (i): Whether a petition for rectification of the register of members was maintainable after the petitioners' names had been settled in the list of contributories and the order had attained finality.

Analysis: Once the names of persons are included in the list of contributories in winding up proceedings and no appeal is filed against the order settling that list, the order becomes final and operates as res judicata. In such a situation, the liability as contributory cannot be reopened by an application for rectification of the share register. After the winding up order and settlement of the contributories list, the petitioners had no right to seek rectification in the manner adopted.

Conclusion: The petition was not maintainable on this ground and the finding is against the petitioners.

Issue (ii): Whether the petition was barred by inordinate delay.

Analysis: The allotment was made several years before the petition was filed, and no satisfactory explanation was offered for the delay. A person alleging fraud or misrepresentation in obtaining share allotment is required to raise the objection without delay. The lapse of time, coupled with the absence of explanation, rendered the application belated.

Conclusion: The petition was barred by delay and the finding is against the petitioners.

Final Conclusion: The order directing rectification of the register could not stand, and the petition for rectification was dismissed with costs.

Ratio Decidendi: An unappealed order settling the list of contributories in winding up proceedings attains finality and bars reopening of contributory liability by a later rectification petition, especially where the application is also delayed without explanation.

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