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TMI Blog2007 (8) TMI 443X X X X Extracts X X X X X X X X Extracts X X X X ..... . K. Ramasamy for the Appellant. T.K. Bhaskaran and Srinath Sridevan for the Respondent. JUDGMENT 1. This Civil Miscellaneous Appeal is filed against the order of the Company Law Board, Southern Region Bench, Chennai, dated 5-5-2005, insofar as directing the respondent to furnish the extract of its Register of Members, excluding the list of beneficial owners of shares of the Bank. 2. Notice of motion was ordered in the appeal on 18-10-2005 and after service of notice, the appeal was listed and on 24-7-2007, by consent of the learned counsel appearing for the appellant, as well as respondent, the appeal was taken up for final disposal. 3. The brief facts necessary for disposal of the appeal are that the respondent Bank is a Company having its Registered Central Office at Erode Road, Karur. The Company is engaged in banking business. The appellant is a member of the Company, holding 100 equity shares. On 18-10-2004 the appellant applied for the extracts of register of members not earlier than 30-9-2004. On 27-10-2004, the respondent-company refused to give the extracts of its register of members to the petitioner. Hence the Company petition No. 13/163 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... beneficial owners as a part of the register of members nor section 163 envisages the right for inspection as well as copy of the list of beneficial owners. Therefore, in order to meet the ends of justice, I hereby direct that the petitioner or his authorized representative will undertake inspection of the register of members of the Bank upon which the Bank will furnish an extract of its register of members, maintained in accordance with section 150 of the Act, at the cost of the petitioner, which shall, however, not include the list of beneficial owners of shares of the bank. . . ." 6. The direction given by the Company Law Board, not including the list of beneficial owners of the shares of the Bank in the membership list, is challenged in this appeal by raising the following questions of law : "(1)Whether the register of members under section 150 of the Companies Act, 1956 includes the beneficial owners of the respondent bank? (2)Whether the register and index of the beneficial owners maintained under section 152A of the Companies Act, 1956, can be deemed to be an index of members and register of members within the meaning of sections 150, 151 of the Companies Act, 1956 ? ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n of law framed in question No. 4 alone is to be answered in this appeal. For proper appreciation, sections 150 and 151 is extracted hereunder : "150. Register of Members. (1) Every company shall keep in one or more books a register of its members, and enter therein the fallowing particulars:- ( a )the name and address, and the occupation, if any, of each member; ( b )in the case of a company having a share capital, the shares held by each member distinguishing each share by its number except where such shares are held with a depository, and the amount paid or agreed to be considered as paid on those shares; ( c )the date at which each person was entered in the register as a member; and ( d )the date at which any person ceased to be a member : Provided that where the company has converted any of its shares into stock and given notice of the conversion to the Registrar, the register shall show the amount of stock held by each of the members concerned instead of the shares so converted which were previously held by him. (2) If default is made in complying with sub-section (1), the company, and every officer of the company who is in default, shall be punishable wit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nition prior to 20-9-1995, it could be seen that the membership of the Company was having a limited meaning and coverage. 12. Section 41(3) clearly states that every person holding equity share capital of a Company and whose name is entered as beneficial owner in the records of the Depository, shall be deemed to be a member of the concerned Company. Thus, every beneficial owner, whose names are maintained by the depository, shall be deemed to be a member of the concerned Company by virtue of operation of law. 13. Section 152A of the Companies Act, 1956, also states that the register and index of the beneficial owners maintained by a depository under section 11 of the Depositories Act, 1996, shall be deemed to be an index of members and register and index of debenture holders, as the case may be for the purposes of the Companies Act, 1956. 14. The definition of member includes beneficial owner, whose name is entered in the records of the depository, shall be deemed to be a member of the concerned Company with effect from 20-9-1995. The respondent cannot now contend that the register of members to be maintained under section 150 of the Companies Act, 1956, will not cove ..... X X X X Extracts X X X X X X X X Extracts X X X X
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