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TMI Blog1967 (9) TMI 85X X X X Extracts X X X X X X X X Extracts X X X X ..... shares at a meeting held in July 1959; but on July 23, 1960, all the 125 shares of the petitioner were transferred to the 2nd respondent and thereafter the petitioner ceased to be a member of the company. Her husband, Balasubramania Odayar, had a total shareholding of 400 shares. It appears that, after the death of Balasubramania Odayar, there were some disputes about the heirs of Balasubramania Odayar and the petitioner was claiming the entire 400 shares to be transferred in her name. The 2nd respondent, who is the mother of Balasubramaia Odayar, is also another heir entitled to share in the estate of Balasubramania Odayar. It appears that till now no request has been made to the company for the transfer of the shares with the share certif ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to present this petition and therefore this petition has to be thrown out in limine. The petitioner, of course, has made many allegations against the respondents and the company ; to wit, her complaint is that accounts are not properly maintained, no general body meeting is held, no dividends are declared every year, borrowings without authority are being made, the company is sustaining loss, there are internal dissensions against the members and finally they say that the minority is oppressed by the majority. The Registrar of Companies has also filed an affidavit and has stated that the 125 shares held by B. Nagalakshmi is shown transferred in the name of G. Mangalam and others in the annual return made up to November 14, 1960, filed un ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ll companies having a share capital, the expressions "member", "shareholder" and "holder of shares" are "interchangeable terms". If as a result of death, shares devolve on more than one legal representative of the deceased shareholder, then though such holders are entitled to a share in the entirety of the holdings, it cannot be predicated with certainty as to what is the precise and defined interest of each of such representatives in the shares of the deceased. As Sir William Markby, in his book on Elements of Law, sixth edition, at page 389, says: "At the death, neither the heir nor the legatee has a right to claim any portion of the moveable estate; they do not in any way succeed to the deceased. The whole of their right consists in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... istinct, denned and identifiable share in the shareholding of the late member. Therefore, even assuming that the petition is maintainable the petitioner cannot present this petition in the absence of a reckoning of her shares and her interest in the erstwhile shareholding of late Balasubramania Odayar. The application is premature. Section 439(4) prescribes certain mandates before a petition for winding up by a contributory can be entertained. For our purposes it is enough if reference is made to clause ( b ) of section 439(4) which runs thus : "A contributory shall not be entitled to present a petition for winding up a company unless . ( b ) the shares in respect of which he is a contributory, or some of them, either were origina ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d to the two classes of persons envisaged under the section. In my view, there is no necessity at all to make any distinction between the above two sets of persons. A member on the register is on the same level as another legal representative on whom shares of a deceased member devolves. But the former should, in a given case, wait for six months to file a petition for winding up and the latter need not. As it is normal to adopt the intention which is in consonance with justice, reason and convenience, while interpreting the meaning of the language in a particular section of a statute, I am of the view that the prescription as to time applies to both classes of persons. Indeed, Sri V. K. Thiruvenkatachariar invited my attention to this appa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ght to be recognised by the board as a shareholder and such a right is by itself sufficient to maintain the petition. The petitioner has not made any application for transfer of shares either by herself or in conjunction with other heirs. The respondents rightly point out that articles 15 and 19 of the company's articles are a bar to the maintainability of the petition. They also contend that before the petitioner's name is found in the register of members and recorded as such, she has no locus standi to file an application for winding up. There is considerable force in this contention. However genuine and whatever may be the nature of the potential in the claim of the petitioner to get herself registered as a member of the company, yet i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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