TaxTMI 
TaxTMI 
1991 (1) TMI 348
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....pondent-company, the Bahudur Tea Company Pvt Ltd. She died on March 31, 1978, leaving a will appointing her son-in-law, Mr. Hemendra Prasad Barooah, and her daughter, Mrs. Rosa Kamte, as the executors. In the will, her shares in the respondent-company were also included. The will had been probated. Thereafter, the executors made an application to the respondent-company for registering the fact of their becoming members of the company as executors or legal representatives of the deceased member, Premada, but the respondent-company refused to register their membership on the ground that a son-in-law or executor cannot be a member of the company under the memorandum of association and articles of association of the company, for short, "the art....
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....entered in the register of members. Under section 110, an application for registration of transfer of the shares or other interest of a member in a company may be made either by the transferor or by the transferee. Section 111(1) provides that nothing in sections 108, 109 and 110 shall prejudice any power of the company under its articles to refuse to register the transfer of, or the transmission by operation of law of the right to, any shares or other interest of a member in, or debentures of, the company. The expressions "transfer" and "transmission" have been employed in section 111. The word "transfer" is an act of the parties or of the law, by which title to property is conveyed from one person to another. Inter vivos transfer is....
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....f the deceased member, Premada, had been passed or transmitted to the petitioners as executors. The question then is: could the company refuse to register the transmission by operation of law of the right to the shares. Under section 111(1), if the articles so provide, the company can refuse to register the transmission by operation of law of the right to the shares, as already stated. Let me now examine the relevant articles. Article 7(a) provides : "No transfer of any share except to a member or the persons referred to in article 7(b), (c ) shall be made to any person without the previous sanction of the directors who may without assigning any reason decline to give any such sanction." Article 7(b) states : "A shareholde....
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.... of the shares of the deceased." Under article 7(h), on the death of a member of the company, his legal representative shall be the only person recognised by the company as having become a member or as having become entitled to be a member, of the company by operation of law. However, the legal representative shall not have the status of a member unless his name is entered in the register of members, as already stated. On a perusal of the articles, I do not find any article under which the company can refuse transmission of the right to the shares by operation of law. In that view of the matter, the petitioners who are executors (legal representatives) of the deceased member, Premada Barooah, are entitled to registration of their names a....