DADDY S MAZDA Vs. K R IRANI

JUDGEMENT

(1.) This appeal is directed against a judgment and order dated May 9, 1973, directing rectification of the share register of a company known as Property Company (Private) Ltd., and also issuing a mandatory injunction directing the company and the appellants to pay to the respondent all dividends accrued and declared in respect of 170 shares, an injunction restraining the company (the third appellant), its servants and agents from paying any dividend to any one other than the respondent and an order directing the appellants to hand over to the respondent the share scrips and/or duplicate share scrips in respect of 170 shares to the respondent.

(2.) In 1943 the third appellant (hereinafter referred to as " the company ") was incorporated with an authorised capital of Rs. 12,00,000 divided into 1,,200 ordinary shares of Rs. 1,000 each. The issued share capital was Rs. 6,00,000 divided into 600 fully paid up ordinary shares of the face value of Rs. 1,000. The main object of the company was to purchase, take on lease or exchange or otherwise acquire land and buildings in Calcutta or elsewhere and to acquire the property situate at No. 1 and 1/1, Bishop Lefroy Road, Calcutta. The founder-director of the company, which was a family concern, was one S. F. Mazda who held 540 shares, the other shares being held as follows : <FRM>JUDGEMENT_39_CC47_1977Html1.htm</FRM>

(3.) In 1956 the 10 shares held by F. F. Mazda were transferred to the founder-director, S F. Mazda, whose total holding, therefore, became 550 shares. Thereafter, on December 21, 1955, S. F. Mazda transferred 40 shares to his son, D. S. Mazda, and 150 shares to the respondent, who is a son-in-law of S. F. Mazda, and to the brother of the respondent, who is the other son-in-law of S. F. Mazda. The respondent's case is that 150 shares were given to him by way of a valid lawful gift and were accepted by the respondent during the lifetime of S. F. Mazda. In 1956 the respondent's wife, Mrs. K. R. Irani, transferred her 20 shares to the respondent and in consequence of this transfer the respondent became the registered holder of 170 shares of the company. It is alleged that in the same year the respondent's brother's wife, Mrs. D. K. Irani, also transferred in favour of the respondent's brother 20 shares standing in her name, so that the respondent's brother also became the registered holder of 170 shares of the company. In 1956 the shares of the company were held as follows: S. F.Mazda 210 shares D. S. Mazda (first appellant) 50 shares K. R. Irani (respondent) 170 shares D.K.Irani 170 shares