https://www.taxtmi.com/caselaws?id=97054 A shareholder may rescind a share contract only on pleaded and proved material misrepresentation that induced subscription; mere alleged nondisclosure in a prospectus is insufficient where the statement is promissory and not a false assertion of existing fact. The right to avoid the contract is also lost by prolonged inaction, including allowing the name to remain on the register, and is barred after winding up. Separately, allotment, calls and forfeiture resolutions remain valid where passed by de facto directors protected by a validating article, even if their qualification later failed through non-payment of their own share monies. The challenge therefore failed on both rescission and corporate validity. en-us Mon, 20 Feb 1950 00:00:00 +0530 Fri, 13 Jan 2012 17:56:19 +0530 TaxTMI RSS Generator https://www.taxtmi.com/caselaws?id=97054 A shareholder may rescind a share contract only on pleaded and proved material misrepresentation that induced subscription; mere alleged nondisclosure in a prospectus is insufficient where the statement is promissory and not a false assertion of existing fact. The right to avoid the contract is also lost by prolonged inaction, including allowing the name to remain on the register, and is barred after winding up. Separately, allotment, calls and forfeiture resolutions remain valid where passed by de facto directors protected by a validating article, even if their qualification later failed through non-payment of their own share monies. The challenge therefore failed on both rescission and corporate validity. Case-Laws Companies Law Mon, 20 Feb 1950 00:00:00 +0530 https://www.taxtmi.com/caselaws?id=97054