Estoppel by conduct governed transmission of deceased shareholder's securities and supported rectification of the register.

Transmission of a deceased shareholder's securities was held unjustified where the respondents' identity and relationship with the deceased were undisputed and the late objection about the deceased's mother was treated as a new ground. The appellant's prior conduct in recognising the respondents' interest in a foreign sister concern supported application of estoppel by conduct under Section 115 of the Indian Evidence Act, 1872. The Tribunal's power to deal with the dispute and direct rectification of the register was also supported by Section 430 of the Companies Act, 2013, which excludes civil court jurisdiction over matters assignable to the Tribunal.

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Issues: Whether the refusal to transmit the shares of the deceased member in favour of the respondents was justified on the ground of absence of succession documents and whether the Tribunal could direct rectification of the register of members.

Analysis: The dispute turned on transmission of securities of a deceased shareholder. The record showed that the identity and relationship of the respondents with the deceased were not in dispute, and the objection regarding the deceased's mother was treated as a new ground not raised before the Tribunal. The conduct of the appellant in dealing with the respondents' interest in the foreign sister concern on the same footing supported the finding that a contrary stand could not be taken in India. The principle of estoppel by conduct, as reflected in Section 115 of the Indian Evidence Act, 1872, applied. The Tribunal's jurisdiction to decide such matters was also supported by Section 430 of the Companies Act, 2013, which bars civil court jurisdiction over matters assignable to the Tribunal.

Conclusion: The refusal to transmit the shares was unjustified, and the direction to effect transmission and consequential entries was upheld.

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