TECHNO Vs. PAYAL SINGH

JUDGEMENT

(1.) This is an application by the petitioner under section 155 of the Companies Act, 1956 challenging the refusal of Techno Electric & Engineering Co. Ltd. (hereinafter referred to as the company) to register 3,122 fully paid-up equity shares in the name of the petitioner.

(2.) Most of the facts are not in dispute. The company was originally incorporated as a private company limited by shares. It subsequently became a public limited company under section 43A(1)(a) of the Companies Act, 1956. The shares of the company are listed on the Calcutta Stock Exchange. The respondent No. 2 is a member of the Calcutta Stock Exchange and was the registered holder of shares in the company. On 5th Nov., 1986, the petitioner purchased 3, 122 fully paid equity shares of the company (hereinafter referred to as the shares) from the respondent No. 2. On 5th Dec., 1986, the petitioner lodged the shares with the company for registration in her name. The company refused to register the shares on the ground - inter alia that the signature of the transferor did not tally with the specimen signature recorded with the company. On 21st Jan., 1987, the petitioner lodged the share certificates together with a fresh transfer deed executed by the respondent No. 2 after having the signature of the respondent No. 2 attested. The company again refused registration of the shares on the grounds that signature of the transferor on the transfer deed differed from the specimen signature on the company's record, the attestation of the signature was made by a Deputy Magistrate and Deputy Collector whose place of posting was not indicated, and that the Advocate identifying the signature of the transferor had not given his name or address.

(3.) On 8th Oct., 1987 the petitioner, for the third time, lodged the share scripts together with fresh transfer deeds after having the signature of the transferor attested, with the company. This was again returned by the company on the grounds that the signature of the transferor differed with the specimen signature recorded with the company, and that the signature of the transferor should be attested by a Notary Public or Judicial Magistrate. On 11th Jan., 1988, the petitioner for the fourth time submitted the shares for registration after having fresh transfer deeds executed by the respondent No. 2 in terms of the requirements specified in the company's letter dated 4.12.87. There is no dispute that the petitioner has in fact complied with the requirements as specified by the company in the letter dated 4.12.87. However, the company rejected the petitioner's application for registration yet again on the ground that the memorandum and articles of association of the respondent No. 2 had not been registered with the company and that an additional share transfer stamp was required to be affixed.