1965 (1) TMI 81 - HC - Companies Law

Summary

Issues Involved:

1. Ownership of 300 bonus shares.
2. Entitlement to 100 shares out of the original 600 shares.
3. Entitlement to 180 bonus shares.
4. Relief sought by the petitioner.

Issue-wise Detailed Analysis:

1. Ownership of 300 Bonus Shares:
The court examined whether Kumudini Dasi was the sole registered owner of 300 bonus shares. The company's counsel argued that the original 600 shares were jointly owned by Kumudini Dasi and her minor sons, Rabindra and Arabinda, and thus, the 300 bonus shares should also be considered jointly owned. The court found that the register of members and the letter of allotment supported the company's position, showing the three individuals as joint owners. The court concluded that the presumption from the share certificate issued in Kumudini Dasi's name was rebutted by overwhelming evidence indicating joint ownership. Additionally, the deed of gift did not comply with Section 155 of the Companies Act, as it lacked a duly stamped transfer deed signed by Kumudini Dasi. Therefore, the petitioner's claim based on the gift was invalid.

2. Entitlement to 100 Shares out of the Original 600 Shares:
The petitioner claimed entitlement to 100 shares from the original 600 shares registered in the joint names of Kumudini Dasi and her two sons. The court upheld the company's argument that, under Article 53 of the company's Articles of Association, the shares devolved on the surviving joint holder, Arabinda, upon the death of Kumudini Dasi. Consequently, the succession certificate obtained by the petitioner could not be used to claim these shares, as they no longer belonged to Kumudini Dasi's estate.

3. Entitlement to 180 Bonus Shares:
The petitioner also claimed entitlement to 180 bonus shares. The court reiterated that the succession certificate alone could not enable the petitioner to rectify the share register. The shares had already devolved to Arabinda under the company's Articles of Association. Moreover, the succession certificate did not specify which 400 shares out of the 900 shares belonged to Kumudini Dasi's estate, making it impossible for the company to act on it without a court order for partition. The court referenced the decision in Hem Lata Saha v. Stadmed Private Ltd., which held that a company court under Section 155 could not partition shares.

4. Relief Sought by the Petitioner:
The court addressed the relief sought by the petitioner, which included rectification of the share register. The petitioner's counsel argued that the company was estopped from denying the petitioner's claim due to the issuance of the share certificate in Kumudini Dasi's name. However, the court found that estoppel was not pleaded in the petition or reply and no issue was raised on estoppel. The court also noted that both Kumudini Dasi and the petitioner were aware of the true ownership of the shares, negating the plea of estoppel. The court distinguished the case from Tomkinson v. Balkis Consolidated Co. Ltd., as there was no evidence that the share certificate was issued to enable Kumudini Dasi to deal with the shares. The court concluded that the petitioner was not entitled to the relief sought, as the shares did not belong to the estate of the deceased and had devolved to Arabinda under the Articles of Association.

Conclusion:
The court dismissed the application with costs, directing the petitioner to pay Rs. 170 as costs to the respondent company. The issues were resolved as follows:

- Issue No. 1: No, it does not arise.
- Issue No. 2: No.
- Issue No. 3: No.