SHYAMDHAN CHAKRABORTY Vs. PRESIDENCY NURSING HOME PVT. LTD.

JUDGEMENT

(1.) This is an application for rectification of the share register of a private company named Presidency Nursing Home Pvt. Ltd. The company was incorporated in the month of October 1947 under the Indian Companies Act, 1913. It is a private company within the meaning of Sec. 3(1)(iii) of the Companies Act, 1956.

(2.) The facts shortly are that on or about June 2, 1972, Sm. Monica Rati Mallick, a member of the company, the Respondent No. 5 herein, agreed to sell her 250 shares of this company to the Petitioner Shyamdhan Chakraborty at the rate of Rs. 80 per share. The company was informed and was requested to have the shares transferred in the name of the said Shyamdhan Chakraborty. The Petitioner Shyamdhan Chakraborty, at all material times, was and still now is a member, a director and the secretary of the company. The company by its letter dated June 12, 1972, informed the member proposing the transfer that under Article 13 of the articles of association of the company it was incumbent upon the Respondent No. 5 to offer her shares to the members of the company in accordance with their holdings and if the company did not secure any purchaser of the said shares within 28 days of the service of the said notice of transfer, the Respondent No. 5 might then become entitled to transfer her shares to a person of her choice. The member proposing the transfer by her letter dated June 27, 1972, again requested the company to have the transfer recorded and the shares mutated in the name of the Petitioner as and when the transfer deed would be submitted. The company ultimately did not accede to the request or demand. Subsequently on or about March 7, 1973, the Petitioner paid Rs. 20,000 to the transferor and obtained the transfer deed duly signed by the transferor and submitted and/or caused the same to be submitted to the company and/or to its directors for mutation in favour of the Petitioner It is to be mentioned here that the company did not dispute and in fact, accepted the valuation at which the transferor intended to sell her shares but contended that the said shares should be sold, as would be directed by the directors, in terms of the provisions of the articles of association of the company.

(3.) The short and the important point involved is whether the articles would -permit such transfer. Hence, the articles have to be construed to find out the nature of the right involved in the transferor in transferring her shares in favour of another member. The following articles are relevant for the Court's consideration in this application: