TMI Blog1936 (12) TMI 22X X X X Extracts X X X X X X X X Extracts X X X X ..... to pay with his application. On the 3rd July, 1934, he submitted a petition to this court praying that his name be omitted from the register of members of the company and that the company be called upon to refund the sum of Rs. 5,000 paid by him with his application together with interest at 12 per cent. per annum from the date of payment to the date of realisation. He alleged that he had annexed certain conditions to the offer that he had made for the purchase of his shares and that as those conditions had not been carried out by the company he was entitled to have the register rectified. The company resisted this application on the ground that the petitioner's application, dated the 4th May, 1933, was unconditional and so was the allotment made to him. Issues arising from the pleadings of the parties were framed and findings given against the petitioner. The sole question that falls to be determined in this case is whether the petitioner has succeeded in establishing that any conditions were attached to the offer made by him on the 4th May, 1933. The petitioner relies on oral as well as documentary evidence in support of his contention and it becomes necessary, therefore, to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any Limited, about the share to be allotted to him in the managing agency. On the 4th May, he received a note by hand from Mr. Labh Singh asking him to see him and make a final settlement with him regarding the Sugar Mills. On this he went to Gujranwala where he was informed by Mr. Labh Singh that the company had accepted all the conditions proposed by him and that he should fill in an application form and pay Rs. 5,000 with his application as required by the rules. Allotment of 50 shares was made to him there and then and the requisite letter was issued. He was also furnished with a copy of the Articles of Association in which at that time Article 90 relating to Directors had been left blank. He was told that after his appointment as a life-Director his name would be duly shown in the Articles of Association along with the names of the other Directors. He waited for a few days and wrote a letter to the Company on the 2nd June, 1933. Not receiving any apply to that letter from the company, he sent a reminder on the 9th June which brought forth on the 10th June a letter in reply from the company assuring him of due fulfilment of all the promises that had been made to him. This lette ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he petitioner that the managing Agents would have to abide by the restrictions imposed by the Directors could not have been written to the petitioner, if the petitioner's having a share in the managing agency had been one of the baits placed in his way. The most important thing, however, that deserves consideration in this connection is that while the petitioner in the story related by him does not refer to any event having taken place on the 1st May, 1934, and avers that he saw the Chairman for the first time on the 4th May, 1934, both his application for shares and his cheque for Rs. 3,500 in part payment of his application money bear date the 1st May 1934. In his cross-examination an explanation was demanded from him on this matter and his statement that he antedated his application and the cheque at the instance of Mr. Labh Singh is simply ridiculous. The sheet-anchor of the petitioner is the letter, Exhibit P.W. I/M, dated the 10th June, which is admittedly in the handwriting of Mr. Mukand Lal. The account put forward by the petitioner is that this letter was sent to him in reply to his two letters dated the 2nd June and the 9th June respectively. The learned Judge has discu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any steps to repudiate his liability on the receipt of the said notice. This, in our opinion, could not be the conduct of a person who had written the letter of the 9th June and his inactivity on this occasion clearly indicates that the story of his having annexed any conditions to his original offer is far from truth. Another notice of call was issued in the month of January, 1934, and it is only then that the petitioner served a notice on the Company through a lawyer on the lines set forth in his letter of the 9th June. The reason is not far to seek. The petitioner appears to have built some castles in the air and dreamt of fat dividends on his investment, but finding that even machinery had not been purchased up to the end of December, 1933, and that there was no likelihood of his dreams being realised, he thought of wiggling out of his liability in some way or other and informed the company for the first time in January, 1934, that the allotment made to him was improper. There is ample documentary evidence on the record to show that since the 4th May 1933, the petitioner had been taking an active interest in the affairs of the Company. He had been canvassing for the sale of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt improbability in the allegations made by the petitioner. Further, it has been reliably established that as early as 29th May, 1933, it is resolved by the Board that only that person would be appointed as sole agent for the sale of sugar manufactured by the company who would own 40 shares or more in his own right and would underwrite or sell another 150 shares within a period of three months from the passing of the resolution. As no person came forward to qualify himself under this resolution, this condition was modified and a compulsory deposit of a fixed amount in cash was called for. On the altered condition, in September 1933, an agreement for the sale of sugar was entered into by the company with Lala Bhag Shah, a municipal commissioner and kursi nashin of Gujranwala and it cannot be believed that the petitioner would not have come to know of it, seeing that he was taking a very keen intererest in the affairs of the company and was keeping himself in touch with it throughout the period that elapsed after the allotment of shares to him and his repudiation thereof. Lala Bhag Shah who appears to us to be a truthful person has stated that the petitioner had actually been ..... X X X X Extracts X X X X X X X X Extracts X X X X
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