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1. This is an application fur rectification of the share register of Stadmed Private Ltd. (hereinafter referred to as the company) by recording the name of the petitioner in respect of 324 shares in the company out of 1940 shares registered in the names of the petitioner and the respondents 2 to 6, for payment of Rs. 5000/- as damages to petitioner and for costs.

2. The company was registered under the Indian Companies Act, 1913, on October 31, 1945. One Gour Gopal Saha was one of the founder directors of the company which was formed to take over as a going concern the assets and business of the Standard Medical Research Institute. The said Gour Gopal Saha held 1940 shares in the company of Rs. 100/- each. He died on November 3, 1959, leaving as his heirs and legal representatives his widow who is the respondent No. 2, his mother who is the petitioner and his three suns and a daughter who are the respondents Nos. 3, 4, 5 and 6. After the death of Gour Gopal, the share register of the company was rectified on November 29, 1962, by striking out the name of Gour Gopal Saha as the holder of the said 1940 shares and inserting the names of his said heirs and legal representatives as the holders of the said shares jointly. This rectification was done on the basis of an application dated January 21, 1960, by the respondent No. 2 for self and as mother and natural guardian of the said minor sons and daughter and also by the petitioner. The name of the respondent No. 2 has been recorded first and that of the petitioner last as the joint holders. It is alleged in the petition that the name of the respondent No. 2 has been recorded first in order to enable her to exercise voting rights in respect of the entire lot of shares by reason of the provisions in Article 63 of the Articles of the Association of the Company. It is further alleged that by reason of such registration, the petitioner is not entitled tovote at any meeting of the company or to take part in the affairs of the company. Such registration, it is further alleged, amounted toan omission of the name of the petitioner from the share register of the company. The respondent No. 2 has been appointed a director of the company and is taking part in the management of the company's affairs. It is also alleged that the respondent No. 2 in collusion and conspiracy with the other directors of the company is misappropriating large sums of money from the funds of the company and has given jobs to various relations and friends at high salaries. It is to be noted however, that no particulars have been given of the alleged charge of misappropriation. But the charges of misappropriation and nepotism, even if true, have no bearing at all on the determination of the issues involved in this application

9. In support of his argument Mr. Ghose relied upon the decision in Burns v. Siemens Brother Dynamo Works Ltd., (1919) 1 Ch 225. This was a case in which two persons were joint holders of shares. In this case also the Articles provided that the first named holder was to be entitled to vote and the second named holder could neither vote nor be appointed proxy for a poll. It was held in an action brought by the joint holders against the company that in order to enable the joint holders effectually to exercise their voting power in all circumstances, they were entitled to have their holdings split into two joint holdings with their names in different orders and that the register of the company must be altered accordingly. It is to be noticed however, that this was not an application under Section 52 of the Companies (Consolidation) Act, 1908, which provided for rectification of share register. The remedy was sought for in a regular suit which was tried as a witness action. Again it is to be noticed that in this case both the joint holders agreed that their holding should be split into two joint holdings in order to enable either of them to exercise voting rights and be appointed proxy. Then again in this very action an order was made in an interlocutory application by Asthury, J. by which the company was directed to transfer half the shares standing in the joint names, in the name of one of the joint holders and the other half in the name of the other joint holder. The order made on the interlocutory application went up in appeal and the Court of Appeal reversed the decision of Astbury, J. and held that the matter was one which could not be dealt with on an interlocutory application and the order was set aside. This decision of the Court of appeal is reported in Siemens Brothers and Co. Ltd. v. Burns, (1918) 2 Ch 324. The above decision does not help Mr. Chose's client at all, on the other hand it is entirely against the contentions made by Mr. Chose. In the first place the joint holders had agreed to the transfer of the holdings in their names in a particular order, in the second place the order was made in a regularly constituted suit which was tried on evidence and in the third place the order made directing rectification in an interlocutory application was reversed by the Court of Appeal which held that the rectification could bo directed only in the suit to be tried on evidence. No doubt Mr. Ghose's client has got a right to file a suit against the company and ask for rectification of the share register of the company in such suit. But such an order cannot be asked for in an application under Section 155 of the Act

12. Mr. R. Chowdhury appearing tor the respondent No. 2 firstly argued that the petitioner had made out no grounds for rectification of the share register. He submitted that the case as made out by the petitioner in paragraphs 7, 8 and 9 of the petition and al.so paragraph 4 of the affidavit in reply affirmed by the petitioner on March 20, 1964, was that she was aggrieved only by the order in which the names of the joint holders were registered in the share register of the company. In other words, she was aggrieved because the name of the respondent No. 2 appears in the share register and that of the petitioner appears last. The only grievance of the petitioner which forms the grounds of this application, is that, by reason of registration of the names of the joint holders in the particular order, the petitioner has been deprived of the right to vote at the meeting of the company. Mr. Chowdhury further submitted that the petitioner had applied for registration of the shares on the death of her son GOUR Gopal, she had acted upon such registration and has also taken the benefit thereof as she has stated in paragraph 14 of her petition that the dividend on the shares which were collected by the respondent No. 2 had been paid to her solicitor in full. Mr. Chowdhury next contended that in paragraph 6 of the petition, the petitioner has admitted and accepted the position that the names of the heirs and representatives of Gour Gopal had been mutated in the Register of Members after striking out the name of the previous holder, namely, Gour Gopal. The petitioner has nowhere complained in the petition that the rectification of the share register done on the death of Gour Gopal was improper or unlawful or that such rectification is otherwise bad in law. Mr. Chowdhury contended that on the grounds as made out in the petition, the petitioner has no right to ask for rectification of the share register again.

19. Mr. S. Sen appearing for the company supported Mr. Chowdhury and adopted his arguments. He referred to Buckley, 13th Ed. page 260 in support of the proposition that joint holders can in an action obtain an order for rectification of the share register, by altering in any way consistent with the constitution of the company, the order in which such joint holders are registered in respect of thei joint holding. Mr. Sen argued that the only method by which the order of registration could be altered in respect of the joint holding was a suit to be filed for that purpose and not an application for rectification under Section 155. It seems to me that Mr. Sen is right in his submissions.