HEMLATA SAHA Vs. STADMED PRIVATE LTD

JUDGEMENT

(1.) This is an application for rectification of the share register of Stadmed Private Ltd., (hereinafter referred to as the company) by recording the name of the petitioner in respect of 324 shares in the company out of 1940 shares registered in the names of the petitioner and the respondents 2 to 6, for payment of Rs.5000/- as damages to petitioner and for costs.

(2.) The company was registered under the Indian Companies Act, 1913, on October 31, 1945. One Gour Gopal Saha was one of the founder directors of the company which was formed to take over as a going concern the assets and business of the Standard Medical Research Institute. The said Gour Gopal Saha held 1940 shares in the company of Rs.100/- each. He died on November 3, 1959, leaving as his heirs and legal representatives his widow who is the respondent No. 2, his mother who is the petitioner and his three sons and daughter who are the respondents Nos. 3, 4, 5 and 6. after the death of Gour Gopal, the share register of the company was rectified on November 29, 1962, by striking out the name of Gour Gopal Saha as the holder of the said 1940 shares and inserting the names of his said heirs and legal representatives as the holders of the said shares jointly. This rectification was done on the basis of an application dated January 21, 1960, by the respondent No. 2 for self and as mother and natural guardian of the said minor sons and daughter and also by the petitioner. the name of the respondent No. 2 has been recorded first and that of the petitioner last as the joint holders. It is alleged in the petition that the name of the respondent No. 2 has been recorded first in order to enable her to exercise voting rights in respect of the entire lot of shares by reason of the provisions in Article 63 of the Articles of Association of the Company. It is further alleged that by reason of such registration, the petitioner is not entitled vote at any meeting of the company or to take part in the affairs of the company. Such registration, it is further alleged, amounted to an omission of the name of the petitioner from the share register of the company. The respondent No. 2 has been appointed a director of the company and is taking part in the management of the company's affairs. It is also alleged that the respondent No. 2 in collusion and conspiracy with the other directors of the company is misappropriating large sums of money from the funds of the company and has given jobs to various relations and friends at high salaries. It is to be noted however, that no particulars have been given of the alleged charge of misappropriation. But the charges of misappropriation and nepotism, even if true, have no bearing at all on the determination of the issues involved in this application.

(3.) On April 24, 1963, the petitioner's Solicitors wrote to the company stating that their client's name appeared in the register of Members and requesting the company to send to their client the share scripts for 324 shares. On May 7, 1963, the company's Solicitors wrote to the petitioner's Solicitor that the petitioner was registered as a joint holder of shares which previously stood in the name of Gour Gopal Saha. It was pointed out further, that as there has been no division of shares amongst the joint holders, no separate share scripts have been issued in favour of the heirs and unless such division was made by all the joint holders, the company could not issue share scripts to any particular joint holder. It was also pointed out that without the consent of all the joint holders, the company could not divide the shares and issue separate share certificates to the joint holders. The petitioner was requested to call upon the joint holders to agree to a division of the shares and on receipt of consent of all the joint holders, it was pointed out, the company would not have any objection to issue separate share scripts in respect of the shares, to which the petitioner might be entitled.