NEW MONKHOOSHI TEA CO LTD Vs. STATE

JUDGEMENT

(1.) This is an application under section 155 of the Indian Companies Act, 1956 for the rectification of the share register of the company. The more material facts relevant for the purpose of deciding the issues between the parties are set out hereinafter.

(2.) Smt. Kumudini Dasi and her minor sons Rabindra and Arabinda were the joint holders of 600 shares of the Company, bearing numbers 38636 to 38935 and 77899 to 78198. In or about 1957 the company issued bonus shares which entitled the abovementioned joint holders to 300 bonus shares of the company. The company accordingly issued a letter of allotment indicating that the three abovementioned persons were entitled jointly to the 300 bonus shares. The company however, in fact issued a share certificate which bore the name of one of the joint holders only, namely, Smt. Kumudini Dasi. On or about the 4th day of July 1960 the said Kumudini Dasi armed with the said share certificate for 300 bonus shares bearing distinctive numbers 115542 to 115841 in her sole name made a gift of the said 300 shares to he daughter Kiron Kana Das. Smt. Kumudini Dasi, however, did not execute any transfer deed in favour of her daughter, the donee, and did not send the shares for registration of the transfer in accordance with the provisions of the Companies Act. In these circumstances, on or about 21st day of August 1960, Smt. Kumudini Das died. Thereafter, Smt. Kiron Kana Dasi obtained a succession certificate for 400 shares of the said company on the footing that she was entitled to 300 shares which stood in the name of her mother alone and of which her mother had made a gift to her and 100 shares out of the remaining 600 shares which devolved on her by reason of the death of her mother. Smt. Kiron Kana Dasi fortified by the succession certificate claimed rectification of the share register. The company, however, refused to concede to the request of the applicant, Sm. Kiron Kana Dasi or the ground, inter alia, that under Article 53 of the company upon the death of the two joint holders out of three joint holders, the shares devolved on the surviving joint holder, namely, Arabinda and further on the ground that the share certificate for 300 shares was evidently issued in the name of Smt. Kumudini Dasi under some mistake or misapprehension of facts for the register records the names not only of Smt. Kumuduni Dasi but also of her sons, Rabindra and Arabinda as the owners of these 300 bonus shares. Moreover it was pointed out that Arabinda was claiming to be solely entitled to these shares under the Articles of the Company and consequently they cannot pay it to the applicant, Smt. Kiron Kana Dasi.

(3.) In these circumstances, the matter was set down for hearing on evidence and the following issues were settled:-