TMI Blog1894 (6) TMI 1X X X X Extracts X X X X X X X X Extracts X X X X ..... h is now called the Bombay Burmah Trading Corporation, Limited, was formed for the purpose of taking over Mr. Wallace's business. 3. The company was registered with a nominal capital of 25 lacs, divided into 1000 shares of ₹ 2500 each. 4. The company's articles of association, printed in the Record, contain two regulations which it will be convenient to notice in passing. Article 9 gives the company a lien on all the shares of every shareholder for all the debts, liabilities, and engagements of such shareholder. Article 29 provides, in common form, that the executors and administrators of a deceased shareholder shall bo the only persons recognised by the company as having any title to his shares, but it requires, as a co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... faith of certain representations by Mr. Wallace as to the value of his business, and the nature and circumstances of the property which he proposed to hand over. After setting out these representations somewhat in detail, the agreement proceeds as follows: And whereas the said parties hereto of the second part have made such enquiries as were in their power with regard to the said representations and so far as such enquiries extended the said representations appeared to be correct but as to many of the matters about which the said representations were concerned the said parties hereto of the second part have been obliged to rely on such representations alone it being of great consequence for the interests as well of the said company as of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xtra or preferential dividend equal to one-third of such surplus net profits of the company as may remain in any year after paying a dividend at the rate of twelve per cent, per annum on the paid up amount of all shares in the company (including the said one hundred shares) and after setting apart from time to time out of such surplus profits as a reserved fund or to the credit of any reserved fund already created such sum as the directors of the company for the time being may in their discretion think fit. 7. That is a provision, not unintelligible and not unreasonable, by which, as the agreement states on the face of it, the interests of the purchasers as well as the interests of Mr. Wallace were intended to be consulted. Mr. Wallace ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... strator by noting the letters of administration in the share register. The shares still stand in the name of Mr. Wallace; but it is not disputed, if it was not actually admitted, that all the testator's debts have been paid or satisfied. 9. The only question, if there be a question, is whether in these circumstances the extra dividend still continues to be payable. The Appellants contend that the extra dividend is not payable now because there is nobody who can be said to hold Mr. Wallace's shares. Mr. Wallace, they say, does not hold them, because he is dead; his executors do not hold them, because their names are not on the register. But then who does hold them? Certainly, no one else. And why are the shares not held by Mr. Wal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gement would come to an end, because the estate would be distributed, and the shares would be appropriated to persons beneficially entitled. What have the Appellants to do with that? Naturally the beneficiaries are content with things as they are. How can the company avail themselves of any equities which the beneficiaries may have as between themselves and their trustees? The company are only concerned with the legal title to the shares; the legal title is that of Mr. Wallace, deceased; and his legal personal representatives are entitled to whatever may be payable in respect of his shares. 12. Their Lordships think that according to the true meaning of Clause 13, and the very letter of its terms, the shares in question are held by Mr. W ..... X X X X Extracts X X X X X X X X Extracts X X X X
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