Certificate of incorporation conclusively bars collateral challenge; statutory registration vests property and guardian acceptance can bind minors.

Certificate of incorporation under the Companies Act operates conclusively as to matters precedent and incidental to registration; the court will not permit collateral inquiry into the legality of pre-registration associations. On registration under Part VIII, statutory vesting transfers the association's estate in movable and immovable property to the company by operation of law, so separate registered conveyances are not required to effect vesting. Transfers and acceptances made by a natural guardian on behalf of minor donees are valid where made for the minors' benefit and not repudiated, and such acceptance permits vesting in the company.

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Issues: (i) Whether the companies formed under Part VIII of the Indian Companies Act, 1913 were validly constituted and whether the certificate of incorporation is conclusive; (ii) Whether immovable properties said to belong to pre-existing partnerships vested in the companies on registration; (iii) Whether the incorporation and transfers effected on behalf of minor donees by their natural guardian are void or avoidable.

Issue (i): Whether the certificate of incorporation given under Part VIII of the Indian Companies Act, 1913 is conclusive and precludes inquiry into the legality of the pre-registration association.

Analysis: The Court examined the legislative history and authorities concerning certificates of incorporation, noting the effect of s.24(1) of the Indian Companies Act, 1913 and its antecedents in English legislation. It considered earlier English decisions on associations formed for the purpose of registration and later authorities holding that, after the enactment corresponding to s.24(1), a certificate operates conclusively as to matters precedent and incidental to registration.

Conclusion: The certificate of incorporation under s.24(1) of the Indian Companies Act, 1913 is conclusive; the plaintiff cannot in this suit go behind the certificates to challenge the legality of the associations which obtained them.

Issue (ii): Whether immovable properties alleged to be partnership assets vested in the companies upon their registration under Part VIII without separate registered transfers.

Analysis: The Court considered s.263 of the Indian Companies Act, 1913 which mandates that property of an association shall on registration pass to and vest in the company for all the estate and interest of the association. The Court also addressed arguments based on the Transfer of Property Act requiring registered instruments for transfer of immovable property and distinguished those formal requirements from the statutory vesting effected by s.263. The Court relied on precedents and prior reasoning that partners may treat separate property as brought into partnership-stock by agreement and that vesting under the company-registration statute operates notwithstanding absence of individual registered conveyances.

Conclusion: On registration under Part VIII, the properties in question vested in the companies by operation of s.263 of the Indian Companies Act, 1913; separate registered conveyances were not required to effect the statutory vesting.

Issue (iii): Whether transfers effected on behalf of minor donees by their natural guardian and their acceptance of gifts and conditions were invalid, preventing vesting in the company.

Analysis: The Court examined the law on guardians acting for minors, including the principle that a natural guardian may accept a gift on behalf of a minor where it is for the minor's benefit, and authority indicating that guardians' executory agreements are not necessarily void. The Court considered that the minors had no prior interest apart from the deed of gift and that acceptance and performance by the guardian of a condition beneficial to the minors rendered the transaction valid. The Court also noted that the minor defendants did not repudiate the transactions in the suit.

Conclusion: The transfers and acceptance by the natural guardian on behalf of the minor donees were valid insofar as they were for the minors' benefit; minority did not invalidate the vesting in the company in this case.

Final Conclusion: The Court dismissed the plaintiff's substantive challenges to the companies' incorporation and to the vesting of the scheduled immovable properties in those companies, while preserving the plaintiff's admitted right to partition of certain properties; accordingly the suit is dismissed except as regards admitted properties for which partition is decreed.

Ratio Decidendi: A certificate of incorporation under s.24(1) of the Indian Companies Act, 1913 is conclusive as to matters precedent and incidental to registration, and upon registration under Part VIII s.263 effects the vesting of movable and immovable property in the company without the need for separate registered conveyances.

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