9911796707
TMI Blog2007 (8) TMI 443X X X X Extracts X X X X X X X X Extracts X X X X ..... e, the appeal was listed and on 24-7-2007, by consent of the learned counsel appearing for the appellant, as well as respondent, the appeal was taken up for final disposal. 3. The brief facts necessary for disposal of the appeal are that the respondent Bank is a Company having its Registered Central Office at Erode Road, Karur. The Company is engaged in banking business. The appellant is a member of the Company, holding 100 equity shares. On 18-10-2004 the appellant applied for the extracts of register of members not earlier than 30-9-2004. On 27-10-2004, the respondent-company refused to give the extracts of its register of members to the petitioner. Hence the Company petition No. 13/163 (6) SRB/2005 was filed before the Company Law Board ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... requirements of section 150 of the Companies Act, 1956, and the register of beneficial owners is maintained only by a depository in terms of section 11 of the Depositories Act and not by the Company and the Company only receives a status list of the beneficial owners periodically. 5. The Company Law Board, considering the rival contentions raised, by order dated 24-5-2005, even though held that the right to seek copy of the register of members is available only to the members, who inspected the register, the prayer of the petitioner cannot be declined considering his old age. The operative portion of the order reads as follows : ". . .However, I do not propose to decline the prayer of the petitioner considering his old age. At the same t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tained under section 11 of the Depositories Act, 1996, will be deemed to be register of members, maintained under section 150 of the Companies Act, 1956?" 7. The learned counsel appearing for the appellants contended that section 41 of the Companies Act, 1956, defines 'member' and section 41(3) automatically gives membership right to beneficial owner of share and they form part of members of the Company as per section 150 of the Companies Act, 1956. The learned counsel also submitted that as per section 11 of the Depositories Act, 1996, every depository shall maintain a register and index of beneficial owners in the manner provided under sections 150, 151 and 152 of the Companies Act, 1956, and section 11 of the Depositories Act, 1996, doe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r appreciation, sections 150 and 151 is extracted hereunder : "150. Register of Members.-(1) Every company shall keep in one or more books a register of its members, and enter therein the fallowing particulars:- (a )the name and address, and the occupation, if any, of each member; (b)in the case of a company having a share capital, the shares held by each member distinguishing each share by its number except where such shares are held with a depository, and the amount paid or agreed to be considered as paid on those shares; (c )the date at which each person was entered in the register as a member; 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... all be deemed to have agreed to become members of the company, and on its registration, shall be entered as members in its register of members. (2) Every other person who agrees in writing to become a member of a company and whose name is entered in its register of members, shall be a member of the company. (3) Every person holding equity share capital of company and whose name is entered as beneficial owner in the records of the depository shall be deemed to be a member of the concerned company." Section 41(3) was inserted after the enactment of Depositories Act, 1996 (Act 22 of 1996), with effect from 20-9-1995. At this juncture, it is just and proper to verify the definition of member defined under section 41, prior to the enactment o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any with effect from 20-9-1995. The respondent cannot now contend that the register of members to be maintained under section 150 of the Companies Act, 1956, will not cover the beneficial owner, whose name is entered in the records of the depository. Once the members of the depository are deemed to be members of the Company, register of the Company, which is being maintained as per sections 151 and 152 of the Companies Act, 1956, must contain the names of the beneficial owners maintained by the Depository. Section 163 of the Companies Act, 1956, mandates the company to keep the register and returns for inspection. Hence the order passed by the Company Law Board directing the respondents to furnish the list of members extract of register of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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