The issue on appeal was primarily whether the scope of the Court’s discretion under Section 43 of the BVI Business Companies Act (the “Companies Act”) permitted the Court to order the rectification of the register of members where the Applicant could not demonstrate that it clearly had a present right to be registered. The Judge, at first instance said it did not because the purpose of Section 43 of the Companies Act was to enable the court to ensure that the Company’s register of members accurately reflected the state of its membership and was not there to establish title to shares. The Court of Appeal disagreed.
The case concerned a joint venture agreement entered into by the Second Appellant, Third Appellant, Fourth Appellant and Second Respondent whereby it was agreed that they would carry on the business of importing and selling rice in Nigeria, carried out through a company to be incorporated. It was agreed that each joint venturer was to contribute to the capital of and subscribe for shares in that company in agreed proportions.
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Royal Westminster Investments S.A and Bhagwan Mahtani and Sunder Dalamal and Nari Dalamal -v- Nilon Limited and Manmohan Varma