TMI Blog1988 (1) TMI 275X X X X Extracts X X X X X X X X Extracts X X X X ..... mber; and ( d )the date at which any person ceased to be a member : Provided that where the company has converted any of its shares into stock and given notice of the conversion to the Registrar, the register shall show the amount of stock held by each of the members concerned instead of the shares so converted which were previously held by him. (2) If default is made in complying with sub-section (1), the company, and every officer of the company who is in default, shall be punishable with fine which may extend to fifty rupees for every day during which the default continues." Section 109 of the Companies Act provides that: "A transfer of the share or other interest in a company of a deceased member thereof made by his legal representative shall, although the legal representative is not himself a member, be as valid as if he had been a member at the time of the execution of the instrument of transfer." In this case, the petitioner and the second respondent claim that they are the legal heirs of Ramavarma Valiakoil Thampuran. Thampuran has left a will, which is an annexure to the petition, marked exhibit A-5, and by virtue of this will, the shares held by Thampuran in M ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f any fractions due to you". In response to this annexure A-3, the petitioner had replied to Malayalam Plantations (Holdings) Ltd. (UK) by annexure A-4 and said that the certificates which were required to be submitted as stated in annexure A-3 were with Malayalam Plantations (Holdings) Ltd. (UK) and so, certificates of shares of Messrs. Harrisons Crosfield (UK) Ltd. may be sent to the petitioner without delay. In the petition it is not stated that pursuant to this letter they have received the shares of Messrs. Harrisons Crosfield (UK) Ltd. From the records available in this case, it is difficult for this court to proceed on the basis that the petitioner and the second respondent have obtained the share certificates of Messrs. Harrisons Crosfield (UK) Ltd. and thus the petitioners have become members or shareholders of Messrs. Harrisons Crosfield (UK) Ltd. In this respect, I have to refer to annexure A-2 which is exhibit A-3. In this annexure, Messrs. Harrisons Crosfield (UK) Ltd. have indicated that they have received Malayalam Plantations (Holdings) Ltd. (UK) share certificates for 3,750 shares, but they said that they wanted the completed indemnity (bond) and a lett ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arge assets in India, as a policy measure, a scheme was evolved for the purpose of acquiring the assets of Messrs. Harrisons and Crosfield (UK) Ltd. by an Indian company and for that purpose Messrs. Harrisons and Crosfield (India) Ltd. was formed and the assets and the business liabilities of Messrs. Harrisons and Crosfield (UK) Ltd. in India were taken over by Messrs. Harrisons Crosfield (India) Ltd. and this was done after satisfying the provisions of the Indian Companies Act by filing C. P. No. 24 of 1979 and obtaining an order from this court. Copy of the order passed by this court with a scheme of arrangement and amalgamation has been produced and marked as exhibit R-1. As per the scheme, it is clear that in Messrs. Harrisons and Crosfield (India) Ltd. 60% of the issued share capital should be held by Indian residents and the remaining 40% of the issued share capital by Messrs. Harrisons and Crosfield (UK) Ltd. This 40% of the issued share capital was given on the basis of the valuation of the assets and liabilities of Messrs. Harrisons and Crosfield (UK) Ltd. in India. This I say since in the scheme it is made clear thus : "Within six months after the operative date, the In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted as the shares of the first respondent-company. Counsel for the petitioner submitted that it can be done since all the liabilities of Messrs. Harrisons and Crosfield (UK) Ltd. have been taken over by Messrs. Harrisons Malayalam Ltd. in respect of its Indian business. The question is whether that provision is comprehensive enough to say that the shares held by Indian residents in Messrs. Harrisons and Crosfield (UK) Ltd. also have been taken as liabilities of Messrs. Harrisons and Crosfield (India) Ltd. in the first instance and then by Messrs. Harrisons Malayalam Ltd. I find it difficult to accept the contention of counsel for the petitioner. Assuming that the petitioner succeeds in establishing that the shares held by her father in Malayalam Plantations (Holdings) Ltd. (UK) have been converted into shares of Messrs. Harrisons and Crosfield (UK) Ltd. and those shares have been transmitted to the petitioner and the second respondent, even in that case, it is difficult to say that the shares held by the petitioner in Messrs. Harrisons and Crosfield (UK) Ltd. have to be treated as shares of Messrs. Harrisons Malayalam Ltd. as one of the business liabilities of Messrs. Harrisons and ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
