TMI Blog2001 (9) TMI 1187X X X X Extracts X X X X X X X X Extracts X X X X ..... petitioner, in two equal lots and for putting the name of the petitioner in the first place in one lot. 2.Shorn of unnecessary details, the respective case of the contesting parties are as follows. 3.The petitioner has come up with a case that he holds a total of 8,143 fully paid up equity shares of Rs. 10 each in the first respondent company, out of the said holding 3,738 fully paid up equity shares stands jointly in the name of his respondent is the first named shareholder. Of late, differences and disputes have arisen between the second respondent and the petitioner for which the petitioner has reason to believe that the second respondent may take advantage of her voting rights with regard to the joint shares and use the same agai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any by the second respondent who had also lodged a FIR with the Police on 18.4.2000. The respondents denied that the petitioner held 8,143 fully paid equity shares singly and jointly in his name as alleged. It was stated that 100 fully paid up ordinary shares were held jointly by the petitioner and Shrimati Bijlee Devi of which the latter was the first named joint holder. It was further stated that, as per the mandatory provisions of the Act, transfer deeds executed by both the joint shareholders duly stamped and completed were required to be submitted along with the relative share certificates. As the petitioner has failed to comply wit h the said mandatory requirement, the respondent company could not consider the request of the petitione ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... place in one lot. Elaborating his arguments, the learned counsel has contended that splitting of the shares in favour of either of the joint holders could be done as both are members of the company and neither any consent from the other holder nor the original certificates and transfer deeds are required to be submitted. Hence, the refusal of the respondent company to do so is without sufficient cause. In support of this submissions, the learned counsel has strongly relied on the decisions of the Chancery Division in the case of Burns v. Siemens Bros. Dynamo Works Ltd. (1919) 1 Ch 225 wherein the facts of the said case, it was held that in order to enable the joint holder of the shares of effectually exercise their voting powers, they were ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tadmed (P) Ltd. and Ors. (1964) 2 Comp LJ 75(Cal): (1964) 68 CWN 1007. 10. We have carefully considered the respective submissions made by the learned counsel for the parties. In our view, the submissions made by the learned counsel for the respondents are well founded. It is not seriously disputed that the 3,738 joint shares which is the subject matter of the present dispute was initially standing in the name of the second respondent, Shrimati Kanti Devi, who is the mother of the petitioner. In the year, 1985, the second respondent go included the name of the petitioner. in the share certificates along with her as joint holder. However, the first name in the share certificates continued to be of the second respondent. It is also not dis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... owers to decide any question relating to title to shares. By an allotment in severalty can only be done in an action of partition. Without a proper adjudication, the company is not bound to recognise the claim of one of the joint holders to a particular lot of shares. A company has no power under the Companies, Act to divide and allot shares amongst the joint holders of the shares. Moreover, it cannot register the transfer of shares unless a proper instrument of transfer duly stamped is lodged with it in accordance with Section 108 of the Act. It has therefore, no obligation or duty to the transferee, unless it is furnished with such an instrument. In such a case, refusal to rectify the share register does not amount to default by the compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cation filed under Section 111A of the Act. 14. As regards the two other decision cited by the learned counsel for the petitioner, we have carefully perused the same and find that the question involved in those cases being quite different, thus were distinguishable on facts and are of no help to the petitioner. In the case of Narandas Manmohandsas Ramji and Ors. AIR 1953 Bom 443, supra which arose out of a suit for declaration, the question before the Bombay High Court was whether 3 or 4 person who agree to accept shares jointly in a company, would be considered as a single member. On the facts of the said case, the High Court had held that each one of the joint holders would become a member of the company. Similarly, in the case of Jarn ..... X X X X Extracts X X X X X X X X Extracts X X X X
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