MURSHIDABAD LOAN OFFICE LTD Vs. SATISH CHANDRA CHAKRAVARTY

JUDGEMENT

(1.) This appeal is on behalf of the plaintiff, the Murshidabad Loan Office Ltd., which is a registered company having its head office at Nashipur in the district of Murshidabad and the suit out of which it arises was commenced by the appellant for recovery, from both the defendants, of a sum of Rs. 60 odd only alleged to be payable as unpaid call money in respect of certain shares. Defendant 2, Sarat Kumari Debi, is the registered holder of the shares in the books of the company while defendant 1, Satish Chandra Chakravarti is her husband. The plaintiff's case was that the wife was a mere benamidar for the husband in respect to these shares and there was a prayer in the plaint for a decree against both the husband and the wife. There was another question raised in the suit regarding the legality of a certain resolution which was passed at a general meeting of the share-holders held on 28 October 1934. It appears that the company had entered into a scheme of composition with its creditors under Section 153, Companies Act, and after the scheme was sanctioned by this Court the then Managing Director, Purna Chandra Bhoumik got a resolution adopted at a general meeting of the share-holders held on the date mentioned aforesaid, that no share money could be demanded by the directors without the consent of the general body of the share- holders. The plaintiff's case was that this resolution was illegal and ultra vires and was not binding on the directors. This question has been decided in favour of the plaintiff by both the Courts below and the propriety of this decision has not been challenged in the appeal before us.

(2.) The whole controversy centres round the point as to whether the plaintiff was entitled to make both the husband and the wife liable for the call money due in respect of the shares. Both Courts have held that the remedy of the plaintiff company was against the wife alone whose name was entered in the register of members kept by the company and both the Courts below have dismissed the plaintiff's suit as against the husband. It is this part of the decision that has been attacked before us in this second appeal.

(3.) Mr. Probodh Chandra Kar who appears in support of the appeal has contended before us that on the finding of fact arrived at by both the Courts below that the wife was a mere benamidar for the husband in respect to the shares, there should have been a decree made in favour of the plaintiff against the husband as well. In our opinion, this contention is not sound and cannot be accepted. The whole scheme of the Companies Act seems to be that the company has got to proceed on the basis of its own register of members and it is neither obliged nor competent to enquire into the rights of other persons whose names are not entered in it. Under Section 30, Companies Act, a person cannot be made a member of a company unless his name is entered in its register as a member. Section 31 lays down how a company has got to keep its register of members and what, particulars the register should contain. There is no provision under which the company can make an entry in its register to the effect that shares are held by a particular member only in a representative capacity, or that some other person has a lien or equitable interest in the same. Further when a proper instrument of transfer is executed in respect of a share and the share scrip is delivered to the company, either the transferor or the transferee can require the company to substitute the name of the transferee for that of the transferor in the register of members: vide Section 34. Finally, Section 33 expressly says that no notice of any trust express, implied or constructive should be entered on the register or be receivable by the registrar.