Rectification of share register cannot support independent damages when rectification itself is no longer possible.

Under the rectification provision, damages are ancillary to an order for rectification and cannot be granted as an independent remedy. The court noted that shares are movable property and a share certificate is prima facie evidence of title, but the statutory scheme permits damages only as an incident of rectification. Where rectification could not be ordered because the original certificate had already been split and the register position had changed, the damages claim failed. The company's earlier recognition of the transfers did not expand the statutory power. The appeal succeeded, the relief order was set aside, and the application was dismissed with costs.

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Issues: Whether damages can be awarded under the rectification provision without first ordering rectification of the share register, and whether the respondent could retain relief when the company had already cancelled the transfer and split the shares.

Analysis: Shares are movable property and a share certificate is prima facie evidence of title, but the statutory scheme governing rectification permits damages only as an incident of rectification. On the plain language of the provision, and on the weight of authority, where rectification cannot be ordered because the original certificate had already been split and the register position had changed, a claim for damages under that provision does not survive independently. The company's earlier conduct in recognising the transfers did not enlarge the statutory power so as to permit damages in the absence of rectification.

Conclusion: Damages could not be awarded without rectification of the register, and the respondent's application for relief under the rectification provision failed.

Final Conclusion: The appeal succeeded, the order granting relief was set aside, and the application was dismissed with costs.

Ratio Decidendi: Under the rectification provision, payment of damages is ancillary to an order for rectification and cannot be granted as an independent remedy when rectification itself cannot be made.

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