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TMI Blog1989 (11) TMI 256X X X X Extracts X X X X X X X X Extracts X X X X ..... ction 111 of the Companies Act, 1956, hereinafter referred to as "the Act", by the Talayar Tea Company Ltd., a public limited company, incorporated on January 10, 1945, and having its registered office at Coimbatore. The shares of the company are listed on the Madras Stock Exchange. The second respondent (ranking of parties as in writ petitions) moved the Company Law Board under section 111 of the Act for directing the rectification of the register of members of the company by entering the names of the respective second respondents in relation to the shares purchased by them and which were produced along with the requisite applications at the registered office of the company for carrying out the transfer. They were tendered on December 17, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... counsel for the petitioners, submits that the decisions referred to by the learned judge have been overruled in All India Reporter Karamchari Sangh v. All India Reporter Ltd., AIR 1988 SC 1325. The closure of the register of transfer of shares of the company from May 7, 1980, to May 12, 1980, having been published in the Daily Official List of Stock Exchange Limited, there was proper publication as contemplated under section 154 and, therefore, the refusal to register the share certificates presented on December 17, 1980, cannot be held' to be illegal. If it be held that the requirements of section 154 are mandatory in nature and that the publication found in the Daily Official List of Stock Exchange Limited would not be an adver ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ich the registered office of the company is situated. If such an advertisement is made, then the company could close its register of members or debenture-holders for a period not exceeding 45 days in the aggregate in each year but it shall not exceed 30 days at any one time. This enablement to close the register is to facilitate the company to bring its register up to date whenever it chooses to do so. It is left to the company to close its registers at its discretion, subject to the period mentioned in the section and if it chooses to do so, then it is obligatory on its part to carry out the mandatory requirements mentioned therein. If it fails to comply with any of these requirements, then the penal provision, as found in section 154(2), ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... porter Ltd., [1988] 73 FJR 126 ; AIR 1988 SC 1325, rightly points out that the decision of the Orissa High Court had been overruled and the decision of the Bombay High Court had been distinguished. In dealing with the question whether All India Reporter, Criminal Law Journal and similar publications are newspapers as defined in the Working Journalists and Other Newspaper Employees (Conditions of Service) and Miscellaneous Provisions Act, 1955, it was held that as such law publications have a news element, they are newspapers, as defined in the said Act. A learned judge of this court in T. V. Ramanath v. Union of India [1975] Lab IC 488, in dealing with the same Act, had taken a similar view relating to the Madras Law Journal. Secti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... petitioner company that it had inserted any advertisement in the said publication. As for the other requirement about circulation in Coimbatore, no proof was forthcoming that it was available in the news stands in Coimbatore or that it was available in any of the shops selling periodicals, magazines, newspapers, etc. Therefore, the two other essential requirements of advertisement and circulation in the district not having been proved, the learned judge had rightly concluded that the mandatory requirements of section 154 had not been complied with. Refusal to register was based on the claim that during the relevant period, the registers were closed and, therefore, the tender of the share certificates was not accepted. Once it is found th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r may be the status or nature of the Daily Official List of Stock Exchange Limited, since the narrow limits of its circulation, among its members and subscribers is not disputed, the conveyance of information through the said list about the closure of the register of the company cannot be equated with the publication by an advertisement in some newspaper circulating in the district in which the registered office of the company is situate. The object of publication of the notice through advertisement as envisaged by the Act is to bring to the notice of the general public information regarding the closure of the register. The admitted non-availability of the Daily Official List of Stock Exchange Limited to the general public thus defe ..... X X X X Extracts X X X X X X X X Extracts X X X X
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