1995 (9) TMI 264 - HC - Companies Law

Powers of Court to rectify register of members, Meetings and Proceedings Declaration By person not holding beneficial interest in any share

Issues Involved:

1. Whether the petition filed under section 155 of the Companies Act is maintainable.
2. Whether the claim that the petitioner is owner of shares consequent to the extinguishment of the trust declared by Mr. A.V. Reddy can be enquired into and a declaration granted in a petition under section 155 of the Companies Act, 1956.
3. Whether the trust declared by Mr. A.V. Reddy was extinguished and the consequences thereof.
4. Whether the rectification can be granted as prayed for.

Issue-wise Detailed Analysis:

Issue No. 1: Maintainability of the Petition under Section 155 of the Companies Act

The respondents raised a preliminary objection that the petition does not fall within the scope of section 155 of the Companies Act, 1956. They argued that the section refers only to the rectification of the name of any person and since the petition does not deal with the name of the shareholder which is recorded as Anam Venkat Reddy, no order can be passed under this section. Additionally, they contended that the section provides for a decision on any question relating to the title of the person who wants to have his name entered or omitted from the register, and since the application does not seek such prayer, it is not maintainable. Furthermore, they argued that no notice of any trust can be entered in the register of members under section 153, thus the notice of such trust entered under section 187C cannot be regarded as part of the register of share members amenable to rectification.

The petitioners countered that the section had to be construed liberally as a beneficial legislation to ensure that the real owner of the share finds his place in the register of members. They argued that section 155 is not merely a summary procedure and should be invoked in this case due to the absence of any other remedy against the erroneous recording of beneficial interests under section 187C.

The court held that the petition is maintainable. It was noted that section 155 should be liberally construed to ensure the register of members reflects the true and correct members of the company and their status as declared under section 187C. The court emphasized that the essential purpose of section 155 is to correct errors in the register of members, including the capacity or status of the person as declared under section 187C.

Issue No. 2: Declaration of Ownership of Shares

The court found that the provisions of section 83 come into operation only if there is an extinguishment of trust under section 77. Since the court found that there was no extinguishment of the trust, there was no question of reversion of the trust property to the author. The trust property was declared to be the sum of Rs. 1,116, and the shares were purchased with borrowed funds, forming part of the corpus of the trust but not originally belonging to the author of the trust.

The court concluded that no part of the trust could be treated as the property of the third respondent and he could not declare any beneficial interest in the property for himself. However, the petitioners could not be declared the owners of the shares as they were only entitled to the distribution of income and not the corpus. The court held that section 155 provides only for rectification of an entry in the register of members and not for a declaration of title.

Issue No. 3: Extinguishment of the Trust

The primary question was whether the trust was extinguished. Section 77 of the Indian Trusts Act, 1882 states that a trust is extinguished when its purpose is completely fulfilled, becomes unlawful, becomes impossible to fulfill by destruction of the trust property, or is expressly revoked if revocable. The respondents contended that the trust property must be considered unavailable due to the value of the shares being less than the amount of the loan and interest outstanding, thus extinguishing the trust.

The court held that the trust property existed and was not destroyed. The word "destruction" was interpreted to mean that the property has gone out of existence and is unavailable for distribution. The court found that the shares existed, though burdened with debt, and the trust could not be considered extinguished. The trust deed indicated that the trust was non-discretionary and irrevocable, and the beneficiaries had rights to the income and corpus.

The court concluded that the trust was not extinguished by operation of law and the third respondent could not declare the trust extinguished based on an estimated value of the shares being less than the outstanding liability.

Issue No. 4: Rectification of the Register of Members

The original declaration under section 187C was given by the third respondent, and the register of members initially read as follows: "Sri Anam Venkata Reddi, Chairman, Anam Venkata Reddi Family Trust, Kadiyam." After the execution of the extinguishment deed, the entry was changed to: "Transmitted to Sri A.V. Reddi (individual) on extinguishment of the trust."

The court held that even if a declaration was made under section 187C(3), the entry in the register could not be changed without the matter being considered by the board of directors. The principles of natural justice required that the persons whose names were registered as having beneficial interests be notified and their objections taken before recording the declaration under section 187C(3).

The court ordered the rectification of the entries newly made at folios 38 and 39 by deleting the words "transmitted to A.V. Reddi (individual) on extinguishment of the trust" and directed that the original entries remain intact.

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