Registered shareholder rights remain intact despite receiver appointment, attachment, or pledge of shares absent lawful transfer or vesting.

A company's right to requisition and vote on shares remains with the registered holder under the Companies Act, 1956 unless the shares are transferred or otherwise vested in law. Appointment of a receiver under the Land Revenue Act did not divest ownership or membership rights, because the receiver obtained control only for recovery purposes and the company could still recognise the registered holder. Attachment of shares merely restricted private transfers against the attaching creditor and did not extinguish voting rights before sale. A pledge conferred only special property on the pawnee, while general title stayed with the pawner until default and sale. The management take-over order affected the industrial units, not the shareholding rights.

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Issues: Whether the appointment of a receiver, the attachment of shares, or the pledge of shares deprived the registered shareholder of the right to requisition and vote at a company meeting under the Companies Act, 1956.

Analysis: The right to participate in company affairs was held to attach to the person whose name remained on the register of members. A receiver appointed under the Land Revenue Act obtained control for recovery purposes but did not acquire ownership or membership rights in the shares, since the shares did not vest in the receiver and the company was entitled to recognise the registered holder. Attachment under the Land Revenue Act, read with the law governing attachment of movable property, only restricted private transfers against the attaching creditor and did not divest title or extinguish voting rights until sale. A pledge likewise created only a special property in the pawnee, leaving general title with the pawner until sale on default. The provisions relating to trusts and beneficial interest did not alter this result, and the management take-over order under the Industries Act affected only the industrial units, not the shareholding rights of the company.

Conclusion: The Cotton Mills Company continued to remain a member entitled to requisition the meeting and to vote on the shares in question; the challenge to the validity of the meeting failed.

Ratio Decidendi: So long as a company remains the registered holder of shares, its membership rights, including the right to requisition and vote, are not divested by mere appointment of a receiver, attachment of the shares, or pledge of the shares, absent a transfer or vesting recognised by law.

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