TMI Blog1989 (11) TMI 257X X X X Extracts X X X X X X X X Extracts X X X X ..... s. 100 each fully paid up and the annual return filed by the company up to June, 1984, records the petitioner's name as the registered shareholder of 975 equity shares of Rs. 100 each. On the factual score, it, however, appears that in the annual return filed by the company in respect of the period up to June 27, 1985, the name of the petitioner has been shown as shareholder of the company in respect of only 415 equity shares and in her place and stead respondent No. 2 has been shown to be the registered shareholder in respect of 560 equity shares. Incidentally, it is to be noted that respondent No. 2 prior to such an entry in the annual return and up to 29th June, 1984, was shown as the registered shareholder in respect of 320 equity shares. It is this transfer of 560 equity shares standing in the name of the petitioner after 1984 which is under challenge as wrongful, illegal and void. The petitioner has also come out with a definite case of mala fides in the matter of transfer of the above named 560 equity shares in favour of respondent No. 2. The petitioner contended that this transfer was not known to the petitioner and it is only in February, 1987, on searches being made w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... duly considered by the board and at its meeting dated October 18, 1984, the register of members was duly rectified by deleting the name of the petitioner and inserting the name of respondent No. 2 as the holder of 560 shares. The photocopy of the transfer form depicts the signature of the constituted attorney of the petitioner herein. On the factual score as regards the power of attorney by the petitioner herein in favour of Sk. Mohd. Zaki being the brother of the petitioner, it appears that the same was executed on August 11, 1975. The power of attorney, inter alia , provides : "... to enter into sale agreement to sell and transfer and assign to mortgage release relinquish and its claim any property or properties belonging to me for valuable consideration for more beneficial use therefor for me on such terms and conditions as my said attorney will consider fit and proper and for that purpose to exclude all deeds and documents and sign all papers in connection with and to present the same for registration to the registering authorities concerned and to admit execution for me and on my behalf and to get the same registered and to pay all necessary charges and fees in connection t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pears on record that the petitioner's father being the registered holder of the above noted 560 equity shares died in 1981 and the shares were transferred in the name of the petitioner in February, 1984. Under what circumstances the family settlement was effected has not been made known to this court ; neither the point of time. Three years after the death of the father in February, 1984, the shares have been transferred in favour of one of his heirs and by October, 1984, the constituted attorney agrees to transfer the share in favour of respondent No. 1. Under what circumstances such transfer has taken place also has not been made known. What has happened to the consideration money also is not known. In that perspective, I am unable to give any credence to the family settlement as narrated by the constituted attorney of respondent No. 2. Up to June 24, 1984, the shares were standing in the name of the petitioner. On October 18, the shares were transferred. Incidentally, it is to be noted that shares were lodged on October 18 for transfer and transfer was effected on October 18 itself rather in haste. Mr. Mukherjee, appearing for the respondents, however, submitted that the petit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... roval and rectification were effected on the same day. Needless to say the petitioner was available in the city of Calcutta at that juncture in October, 1984, when the shares were supposed to have been transferred. Assuming that the power of attorney did authorise the constituted attorney to sell the shares, it does not justify transfer of shares even without a whisper and without intimation to the petitioner by reason of a supposed family settlement at a supposed consideration. Can it be said to be fair, reasonable or in accordance with law ? In the wake of the facts as narrated above, in my view, it cannot be said to be just fair and reasonable why such undue haste, why no intimation to the petitioner ? the relationship is that of brother and sister and the transfer has been effected in favour of the nephew of the petitioner does that amount to an illegal gain or can it be termed to be a genuine transaction ? Formalities were complied with and to give a colour of genuineness, the power of attorney has been taken recourse to but that by itself does not make the transaction a genuine transaction though an attempt has been made to give it a colour of genuineness. In my view, there ..... X X X X Extracts X X X X X X X X Extracts X X X X
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