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TMI Blog1944 (9) TMI 12X X X X Extracts X X X X X X X X Extracts X X X X ..... he applicant sent the transfer deed with the share certificate to opposite party 1 for registration of the shares, but the opposite party replied that the Directors in exercise of their rights under the articles of Association had disallowed the application for transfer. The applicant had enquired the reason but had not been informed what it was. It is further stated in the application that the applicant had learnt that Mr. Ranjit Singh, Managing Director of the R.G. Cotton Mills Co., Ltd. had previously attempted to purchase the shares from opposite party 2, threatening that if he did not sell them to him (Mr. Ranjit Singh) he could not sell them to anyone else. It is suggested in the application that the Directors are attempting to acquire the shares themselves, and (or this reason arbitrarily refused to recognise the transfer in question. It is submitted that their refusal to recognize the transfer is not in the interest of the company. For these reasons the applicant prays that the Court may be pleased to order the name of the applicant to be substituted in place of opposite party 2 as a registered share-holder of these shares. The application was opposed by opposite party 1 w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on must fail because the transfer under consideration was made in the firm name of a partnership concern and not in the name of any person. The transfer deed shows that Sheikh Mohammad Habibullah sold the shares to Messrs. Ganesh Das Ramgopal for the sum of Rs. 510, and the application is made by Ganesh Das Ramgopal without any reference to the partners of this firm. There is nothing to show whether the partners are persons so named or who they are. Section 38 refers to the entry of the names of persons in the Register of members of a company and it is essential therefore to hold that the firm is a person for this purpose before an application under section 38 can be further considered. Learned counsel for opposite party 1 referred on this point to Various authorities, both English and Indian. An English case on which he telied is Vagliano Anthracite Collieries, Ltd., In re [1910] 103 L.T. 211. In this ease the application was to enter the names of two persons, Thomas Blair and William Blair Girling, Who were solicitors in partnership under the name of "Blair and W.B. Girling." The transfer in question was in favour of "Messrs. Blair and W.B. Girling." The company (i.e., Vagliano ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the company shall be entitled to treat the registered holder of any shares as the absolute owner and shall not, except as ordered by a Court of competent jurisdiction, or as by statute required, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person. It was contended that the scheme of the Companies Act implies that only persons shall be recognized as members of a company. Section 5 provides the mode of forming an incorporated company by seven or more persons subscribing their names to a memorandum of association and otherwise complying with the requirements of the Act in respect of registration. Section 28 refers to the shares or other interest of any member in a company as being movable property, and section 30 defines members as persons whose names are entered in the register of members. For the applicant reliance was placed on the provisions of section 3(39) General Clauses Act, which defines "person" as including any company or association or body of individuals whether incorporated or not. But the definition in section 3 is subject to the proviso "unless there is anything repugnant in the subject or context," and repu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uthority to take a transfer of shares in the company as security for that loan; and by the laws of this country if a transfer is under those circumstances made and registered, the members of that firm do, to all intents and purposes, become shareholders in the company." The other learned Judge (Sir W.M. James, L.J ), in considering an objection to the description of the new members in the register expressed the opinion that it was a sufficient description of the individuals who then constituted the firm. The objection on this ground was as immaterial "as if any individual shareholder in this company were entered by his name of office or by his title as a peer, instead of being entered by his Christian name and surname." It would appear from this that registration was made in favour of the actual partners in the firm, however they may have been described. I cannot therefore consider this case as an authority for the general proposition that shares in a company may be registered in the name of a firm. Lastly learned counsel relied on the provisions of Order 30, Rule 1, Civil Procedure Code, which allows two or more persons claiming or being liable as partners and carrying on busines ..... X X X X Extracts X X X X X X X X Extracts X X X X
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