NUDDEA TEA CO LTD Vs. ASOK KUMAR SAHA

JUDGEMENT

(1.) This appeal arises out of the judgment and order dated December 16, 1983, passed by a learned single judge of this court on an application made by the respondent, Asok Kumar Saha, under Section 155 of the Companies Act, 1956, for rectification of the share register of respondent No. 1, Nuddea Tea Co. Ltd. By the said judgment and order, the court of the first instance allowed the said application.

(2.) On or about August 1, 1979, the respondent, Asok Kumar Saha, purchased 100 fully paid-up equity shares of Rs. 100 each of the appellant, Nuddea Tea Co. Ltd. (hereinafter referred to as "the company"), through a broker in the stock market. At the time of purchase of the aforesaid 100 equity shares by the respondent, they stood in the register of the company in the joint names of the following persons : (1) Late Jadu Nath Sarkar, (2) Late Bijoy Nath Sarkar, (3) Late Anadi Nath Sarkar, (4) Late Birendra Nath Sarkar, (5) Late Akhil Nath Sarkar, (6) Late Sasi Sekhar Sarkar, (7) Sri Probodh Kumar Sarkar, (8) Sri Sukumar Sarkar, (9) Late Anil Kumar Sarkar, (10) Sri Bijon Kumar Sarkar, and (11) Sri Arabinda Sarkar. It is not in dispute that seven out of the eleven joint holders of these shares were dead at the time of purchase of the shares by the respondent.

(3.) On or about August 5, 1979, the respondent sent the above shares to the company together with the transfer deed as executed by the surviving shareholders as well as the heirs of the deceased joint-holders. On or about September 27, 1979, the respondent received a letter from the company signed by its secretary to the effect that all these documents forwarded by the respondent together with the said shares had been placed at the meeting of the board of directors of the company and it was the view of the board of directors that it would not be lawful for the company to register the transmission of these shares without having a clearance and/or exemption certificate from the Controller of Estate Duty in respect of the aforesaid shares. By the said letter, the respondent was requested to submit the above certificate to the company and on receipt of the same the whole case would be reviewed by the board of directors. The respondent, by a letter dated October 20, 1979, informed the company referring to Section 84(2) of the Estate Duty Act, 1953, as well as the clarification of the Government of India to the effect that Indian companies do not insist on the production of the estate duty clearance certificate in transmitting shares.