Liquidator Serta Diamonds Ltd v 109 Knox and Others [1915] ZATPD 126 (30 November 1915)

Company.-Liquidation. --Register of members .-Rectification.List of contributories.-Act 31 of 1909, secs. 32 and 140.lssue of shares at cliscomzt.-Assets Sufficient to pay debts Liability of contributories.

"The Court has power to rectify a limited company's register of members under secs. 32 and 140 of Act 31 of 1909, even after confirmation of the list of contributories; Sichell:s case (3 Ch. 119); Onward Building Society (1891,2 Q.B. 463); Sussex Brick Co. (1904, 1 Ch. 598) applied. After confirmation of a list of contributories, a liquidator in a winding-up sought
to call on respondents to show cause why their names should not be placed on the register in place of certain fictitious names, alleging that the shares
against these names had in fact been allotted to respondents; Held, that the liquidator should have left the list as settled, and applied to Court to make a call upon the persons alleged to be represented by the fictitious names. In exchange for 20,000 shares of 5s. each, a company issued 20,000 new shares
of £1 each; Held, that persons who, with knowledge of the facts, took new for old shares, had taken them with only 5s. paid, and 'were therefore liable on a winding-up to be put on the list of contributories for the unpaid balance. Held, further, the fact that the assets were sufficient. to pay the debts made no difference, for if shares are issued at a discount, their holders are liable to pay for them in full to secure the adjustment of the rights of contributories inter se in the company's assets; Welton v Sajfery (1897, A,C. 299 followed).