Rectification of register of members: unilateral deletion of minors' names without court recourse was unjustified, and limitation ran from majority.

A company could not unilaterally delete members' names from its register and substitute another name where the allotments were contested, especially because the entries concerned minors and required recourse to court. The rectification was therefore held to be without sufficient cause. On limitation, the tribunal declined to treat correspondence as notice to the petitioners, held that time ran from their attainment of majority, and applied Article 120 of the Limitation Act, 1908 by analogy. On that basis, the petitions were within time and rectification relief was granted.

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Issues: (i) Whether the omission of the petitioners' names from the register of members was without sufficient cause; (ii) whether the petitions were barred by limitation.

Issue (i): Whether the omission of the petitioners' names from the register of members was without sufficient cause.

Analysis: The allotments in favour of the petitioners were made when they were minors, and the company was entitled to repudiate those allotments. But even on that footing, the company could not unilaterally delete their names from the register and substitute the deceased promoter's name without approaching the proper court, especially where the interests of minors were involved. The unilateral rectification was therefore not justified in law.

Conclusion: The omission of the petitioners' names from the register of members was without sufficient cause and the finding is in favour of the petitioners.

Issue (ii): Whether the petitions were barred by limitation.

Analysis: The Tribunal declined to infer notice of the company's action against the minors from the correspondence relied upon by the company. It held that limitation began to run from the dates on which the petitioners attained majority. On the applicable approach, Article 120 of the Limitation Act, 1908 applied by analogy to rectification proceedings, and on that basis the petitions were within time. Even on the alternative approach suggested under Article 181, one of the petitions remained within limitation.

Conclusion: The petitions were not barred by limitation and the finding is in favour of the petitioners.

Final Conclusion: The company was directed to rectify its register of members in favour of both petitioners, and the proceedings were finally disposed of by granting the rectification relief.

Ratio Decidendi: In proceedings for rectification of the register, a company cannot unilaterally delete a member's name and substitute another's name without recourse to the court where the validity of the entry is contested, and limitation for a minor's challenge begins on attainment of majority, with Article 120 of the Limitation Act, 1908 governing by analogy where no specific article squarely applies.

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