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Issues Involved:
1. Whether the plaintiff is entitled to enforce his rights by suit. 2. Whether the plaintiff is entitled to the registration of shares in his name. 3. Whether the plaintiff needs to obtain letters of administration. 4. Validity of the decree and execution proceedings in the original suit. 5. Whether the suits were maintainable in the District Munsif's Court. Issue-wise Detailed Analysis: 1. Right to Enforce by Suit: The plaintiff sought to enforce his rights by filing a suit to register shares purchased at a court sale. The respondent argued that the Indian Companies Act provided a complete code for such matters, suggesting that the plaintiff should have sought rectification under Section 38 of the Companies Act rather than filing a separate suit. The court concluded that while the Companies Act provides specific remedies, it does not eliminate the general right to file a suit unless explicitly stated. Therefore, the objection that the plaintiff had no right to file a suit was overruled. 2. Entitlement to Registration of Shares: The plaintiff argued that shares in a company are akin to shares in a partnership and are thus transferable. The court noted that the obligation to register shares lies with the company unless the Memorandum or Articles of Association provide otherwise. The court referred to precedents, such as "Weston's case," which established that shares are transferable by statute and the articles only dictate the method and limitations of transfer. The court found that the Articles of Association of the company did not provide any valid ground for refusing registration of the shares purchased by the plaintiff at a court sale. The court also distinguished between "transfer" and "transmission" of shares, concluding that the plaintiff's acquisition of shares through a court sale constituted a transmission, not a transfer, and therefore, the company had no discretion to refuse registration. 3. Letters of Administration: The respondent argued that the plaintiff needed to obtain letters of administration to register the shares. The court examined Article 28 of the Articles of Association, which states that only executors or administrators of a deceased member shall be recognized as having any title to the shares. However, the court clarified that this rule applies only when shares are part of a deceased member's estate. Since the shares were sold in execution of a decree and no longer part of the deceased's estate, the plaintiff did not need letters of administration. The court also noted that there was no legal provision requiring the plaintiff to obtain letters of administration in this context. 4. Validity of Decree and Execution Proceedings: Defendants 2, 3, and 4 contended that the decree and execution proceedings in the original suit were vitiated by misrepresentation and fraud. Both lower courts found no evidence to support these claims. The court upheld this finding, noting that the defendants had not alleged a good defense to the original suit nor provided any evidence of fraud or negligence by the court-appointed guardian. 5. Maintainability of Suits in District Munsif's Court: The respondent argued that the only remedy available to the plaintiff was to apply to the District Court under Section 38 of the Companies Act for rectification of the register. The court rejected this argument, citing precedents that allow for regular suits when the case is complicated. The court affirmed that the District Munsif's Court had jurisdiction to hear the suits, especially given the complexity of the issues involved. Conclusion: The appeals were allowed, and the decrees of the lower courts dismissing the plaintiff's suits were set aside. The court declared the plaintiffs' right to the shares in question and directed the first defendant company to register the shares in the plaintiffs' names. The plaintiffs were also awarded the dividends on the shares, with the matter remanded to the Court of first instance to ascertain the amounts payable. The memoranda of objections were dismissed, and the costs were awarded to the plaintiffs-appellants.
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