1943 (10) TMI 15 - HC - Companies Law

Court sets aside order, restores original shareholder as contributory. Emphasizes pleading & evidence for fraud. No cost orders.

Yamuna Das Kanoujia Versus Behar Engineers & Contractors, Ltd.

The court allowed the appeal, setting aside the previous order and restoring the original shareholder as a contributory. The court emphasized the ... Shares warrants and entries in register of members and Winding up – Liability as contributories of present and past members Issues:1. Validity of share transfer due to insufficient stamp duty.2. Determination of contributory status in a winding-up proceeding.3. Applicability of Section 35 of the Stamp Act.4. Interpretation of Section 156 of the Companies Act in relation to membership status.Analysis:1. The case involved a dispute regarding the validity of a share transfer due to insufficient stamp duty. The appellant, a director of a company, transferred shares to a third party, which led to a registration change in the company's records. However, the transfer document was not 'duly stamped,' raising questions about its validity.2. In the context of winding-up proceedings, the court had to determine the contributory status of the parties involved. The Official Liquidator sought direction on whether the original shareholder or the transferee should be included as a contributory. The court found that the transfer should have been ignored due to stamp duty issues, leading to the restoration of the original shareholder's status as a contributory.3. The appellant argued based on Section 35 of the Stamp Act, which allows admission of insufficiently stamped documents upon payment of the required duty and penalty. The court acknowledged the provision but emphasized the mandatory nature of the requirement, indicating that the document cannot be disregarded if the necessary payment is made.4. The interpretation of Section 156 of the Companies Act was crucial in determining membership status in the context of winding-up proceedings. The court referred to a prior Privy Council decision to establish that once the winding-up process begins, the legality of the original transfer becomes less relevant, and the person listed in the register is considered a contributory.In conclusion, the court allowed the appeal, setting aside the previous order and restoring the original shareholder as a contributory. The court highlighted the need for proper pleading and evidence if fraud allegations were to be considered, emphasizing that such matters should be addressed before the lower court. The judgment concluded without any cost orders.