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TMI Blog1946 (4) TMI 12X X X X Extracts X X X X X X X X Extracts X X X X ..... pellant, who is the Chotanagpur Banking Association and was the contesting defendant in the trial Court, and by way of security for its repayment, executed a premissory note. Digendra Nath Mukherji died in 1921, and two years later, the bank obtained a decree against his widow Jyoti Bala Devi and his two brothers. Successive attempts were made to realise the amount due under the decree, but these attempts proved infructuous. Eventually, the bank attached 48 fully paid-up shares which Digendra Nath Mukherji had held in it, and, at the ensuing sale, purchased them itself. This was on August 3, 1935. The name of Digendra Nath Mukherji continued, however, to be shown in the register of shareholders, the bank apparently realising soon after the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... his point more fully as the existing Companies Act had not yet come into operation when the sales with which we are concerned took place. The provisions of law which are applicable are section 55(1) of the Indian Companies Act, 1913 (Act VII of 1913), and regulation 8 of Table A in the first schedule to that Act. It is important to notice that article 1 of the articles of association of the bank states that: "The regulations in Table A, in the first schedule of Act VII of 1913, in so far as they are not excluded or modified by these articles, shall also apply to the company in the same manner and to the same extent as if they were contained in these presents." Now, regulation 8 states: "No part of the funds of the company shall be e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Gold Mining Co. Ltd. [1892] AC 281 The lower Appellate Court was of opinion that the bank could not be said to have been acting in exercise of its right under article 30, as it omitted to issue notice on the legal representatives of Digendra Nath Mukherji and also as no resolution on the matter had been adopted at a meeting of the directors. It was not, however, essential that this matter should have been considered by the directors at a meeting. As to notice, it was, I think, obligatory on the company to give notice in writing to the legal representatives of Digendra Nath Mukherji in the manner required by regulation 10. Assuming, however, that this was not done, the sale would nevertheless be a valid sale. The concluding words in regul ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hould be open to the company, of its own motion and without instituting a suit and obtaining a decree, to sell his shares. For these reasons I would allow the appeal and dismiss the suit with costs throughout. I am reluctant to grant leave to appeal as it appears to me that this is a purely speculative suit. The plaintiff, in effect, seeks to recover shares which were the security or part of the security for money borrowed by his uncle without having repaid or even offering to repay any part of the money. The shares, moreover, have passed into the hands of other persons, and these persons may quite possibly have themselves borrowed money on the security of them. As, however, the regulations in Table A, on which I have largely based my decis ..... X X X X Extracts X X X X X X X X Extracts X X X X
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