MUKKADAN MARINE EXPORTS P. LTD. Vs. THOMAS CHACKO

JUDGEMENT

(1.) THE correctness of the order dated October 15, 2007, passed in C. P. Nos. 793 and 794 of 2006 by the Company Law Board, Southern Region Bench, Chennai, in exercise of its power under Section 111 of the Companies Act, 1956 (hereinafter in short called as "the Act") directing the appellants herein to register the transmission of shares in the name of the respondent herein within 30 days after publication of notice by the respondent by recording its reasons is questioned in this appeal by the appellants urging various grounds.

(2.) LEARNED senior counsel Sri G. Sarangan on behalf of the appellants submits that the order is not a speaking order and the appellants have not passed an order of rejection of the claim of the respondent for transfer of shares from the name of his deceased father to his name as his claim is not in conformity with Section 108 of the Companies Act read with Regulation 26 of the Regulations. Therefore, he has urged that the order of the Company Law Board is not sustainable in law. Further, learned senior counsel submits that the Will executed by the deceased K. C. Thomas, dated May 21, 1988, is the last Will of him and testament does not speak of transfer of his shares in the first appellant -company in favour of his legal representatives including the respondent herein. Therefore, he contends that the respondents are required to get the succession certificate by initiating appropriate legal proceedings before the jurisdictional civil court and produce the same before the first appellant to register him as shareholder of the shares of his deceased father in the relevant register. In the absence of the same direction issued by the Company Law Board to the appellants is not legal and valid. Therefore, the order impugned is unsustainable in law and is liable to be set aside.

(3.) THE Company Law Board has taken care of the interest of the company and third parties who may prefer claim in respect of the shares in question by giving a direction to it to transfer the shares of the deceased Thomas to the name of the respondent after publishing notice in the daily local newspaper, where the first appellant -company is situated for the reason that the share certificate is not available and produced by the respondent before the company and Board. In the absence of the same, the respondent was willing to execute an indemnity bond that has been directed by the Company Law Board. Therefore, neither the company nor any person will be affected by the order impugned in the appeal.