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Issues Involved:
1. Whether the petitioner's application for shares was conditional. 2. Whether the company agreed to the conditions proposed by the petitioner. 3. Whether the petitioner is entitled to rectification of the register of members and refund of the amount paid. Detailed Analysis: 1. Whether the petitioner's application for shares was conditional: The petitioner contended that his application for shares was conditional, based on several promises made by the company's Chairman and Secretary. These conditions included his appointment as a life director, an equal share in the managing agency, a cap on the share money called, and the sole agency for sugar sales. However, the court found no documentary evidence supporting these conditions. The letters exchanged between the petitioner and the company did not substantiate his claims. The court noted that the petitioner's application and cheque were dated 1st May 1934, contradicting his claim of first meeting the Chairman on 4th May 1934. The court concluded that the petitioner's story was implausible and that no conditions were attached to his offer. 2. Whether the company agreed to the conditions proposed by the petitioner: The petitioner alleged that the company's officers agreed to his conditions, but the court found this claim unsupported by evidence. The letters from the company, particularly the letter dated 10th June, were vague and did not confirm any specific promises. The court emphasized that the petitioner's conduct, such as his active involvement in the company's affairs and his failure to repudiate his liability upon receiving a call notice, contradicted his claim of conditional acceptance. Furthermore, the court highlighted that the conditions proposed by the petitioner were impractical and contrary to the Articles of Association, making it unlikely that the company would have agreed to them. 3. Whether the petitioner is entitled to rectification of the register of members and refund of the amount paid: The court held that the petitioner failed to establish any conditions attached to his offer or any agreement by the company to such conditions. The petitioner's reliance on letters and oral assurances was insufficient to prove his case. The court also noted that any misrepresentations by the Secretary, Mr. Mukand Lal, were not binding on the company, as he had no authority to make such representations. Citing a precedent, the court stated that misrepresentations by a company secretary do not entitle a person to rescind the contract or claim damages if not authorized by the company's officers. Consequently, the court affirmed the dismissal of the petitioner's application for rectification and refund, upholding the order of Monroe J. Conclusion: The court concluded that the petitioner did not succeed in proving that his application was conditional or that the company agreed to any conditions. The petitioner's actions and the lack of supporting documentation led the court to dismiss his appeal, affirming the lower court's decision and imposing costs on the petitioner.
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