1989 (11) TMI 226 - SC - Companies Law

Shares warrants and entries in register of members, Transfer of Shares Power to refuse registration and appeal against refusal, Powers of Court to rectify register of members

Issues Involved:

1. Rectification of the share register under Section 155 of the Companies Act, 1956.
2. Inherent power of the company to refuse registration of share transfer.
3. Interpretation of the words "or otherwise" in Section 111(2) of the Companies Act.
4. Necessity of making the transferor a party to the application under Section 155.
5. Compliance with Section 108 of the Companies Act regarding duly stamped transfer deeds.

Detailed Analysis:

1. Rectification of the Share Register under Section 155 of the Companies Act, 1956:
The respondent applied for rectification of the share register of the appellant-company under Section 155 of the Companies Act, 1956, seeking to insert his name as a registered shareholder of certain shares transferred in his favor. The shares were fully paid-up, and the company had no lien over them. Despite the shares being duly lodged with the company along with the transfer deeds and requisite fees for registration being paid, the board of directors disapproved the registration. The respondent contended that under Article 39 of the articles of association, the company could not refuse registration of the transfer of fully paid-up shares with no lien. The single judge allowed the application, and the Division Bench of the High Court dismissed the company's appeal, leading to the present appeal.

2. Inherent Power of the Company to Refuse Registration of Share Transfer:
The appellant argued that the company had a residuary inherent power to refuse registration of share transfers for the benefit of the company and its existing shareholders, derived from the words "or otherwise" in Article 42 of the articles of association and Section 111(2) of the Act. The court held that unless there is an impediment in the transfer of shares, a shareholder has the right to transfer his shares, and the transferee is entitled to have his name registered. The power to refuse registration must be specified in the Act or articles of association and cannot be exercised arbitrarily or for collateral purposes. The court rejected the notion of an undeclared inherent power to refuse registration, emphasizing that such power must be traceable to the law or the articles of association.

3. Interpretation of the Words "or otherwise" in Section 111(2) of the Companies Act:
The appellant's submission that the words "or otherwise" in Section 111(2) of the Act recognized an inherent power to refuse registration was not accepted by the court. The court clarified that Section 111(2) only casts a duty to give notice of refusal to register the transfer of shares and provides for punishment in case of default. The words "or otherwise" were interpreted to mean that notice must be given irrespective of whether the refusal is under the articles of association or otherwise, including arbitrary or collateral refusals. The court concluded that the words "or otherwise" do not confer or recognize any inherent power to refuse registration.

4. Necessity of Making the Transferor a Party to the Application under Section 155:
The appellant contended that the application under Section 155 was not maintainable as the transferors were not made parties. The court upheld the High Court's decision that the transferor is not a necessary party unless the transfer is disputed by him. In this case, the transferors had knowledge of the proceedings and did not dispute the transfer. Therefore, the application was maintainable without making the transferors parties.

5. Compliance with Section 108 of the Companies Act regarding Duly Stamped Transfer Deeds:
The appellant argued that the company was entitled to verify whether the consideration for the transfer of shares was real and whether the transfer deeds were duly stamped under Section 108 of the Act. The High Court found that it was not proven that the respondent paid a higher price than stated in the transfer deeds. The Supreme Court found no reason to interfere with this finding of fact, concluding that the transfer deeds were duly stamped, and the company could not refuse registration under Section 108.

Conclusion:
The Supreme Court dismissed the appeal, upholding the High Court's judgment and confirming the respondent's right to have his name registered as a shareholder. The court emphasized that the power to refuse registration must be explicitly provided for and cannot be assumed as an inherent power. The appeal was dismissed with costs assessed at Rs. 2,000.

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