TaxTMI 
TaxTMI 
1992 (2) TMI 309
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....n respect of 20,872 shares held by the petitioner in the said company. It is not disputed that Hickson and Welch Ltd. is shareholder of Hickson and Dadajee Ltd. holding 20,872 ordinary shares of Rs. 100 each constituting 34 per cent, of the equity share capital of the respondent-company. A statement of the distinctive numbers of the share certificates held by the said company is annexed as exhibit "A" to the petition. The particulars of these shares along with certificate number and distinctive numbers are mentioned hereinafter : Certificate number Number of shares Distinctive numbers 4 612 4 615 6 816 746 1561 11 130 5002 5131 12 65 5132 5196 28 628 7197 7824 312 ....
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....lause 37 of the articles of association of the company known as Hickson and Dadajee Ltd. reads as follows : "37. Except where the transfer is made pursuant to article 43 or article 54, the person proposing to transfer any share (hereinafter called 'the proposing transferor') shall give notice in writing (hereinafter called a 'transfer notice') to the company that he desires to transfer the same. Such notice shall specify the sum he fixes as the fair value and shall constitute the company his agent for the sale of the share to any member of the company approved or selected as being willing to purchase the share (hereinafter called the 'purchasing member') at the price so fixed, or at the option of the purchasing member at the fair value t....
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....y authorised to be registered and duly registered under the Act. Therefore, when a fresh certificate of incorporation is issued by the Registrar on a change of name of the pre-existing company, such fresh certificate of incorporation is liable to be treated as conclusive evidence of the fact that all the requirements of the Act for effecting the change of name have been complied with. Since the petitioner is a foreign company registered under the U. K. Companies Act, the attention of the court is also invited to identical provisions contained in the English Companies Act, 1985, and in particular to section 13(7) of the said Act. Section 13(7) of the English Companies Act, 1985, reads as under : "13(7). A certificate of incorporation give....
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....t, it was provided that such transfer of assets will include, inter alia, the entire issued share capital of the shares held by Hickson and Welch Ltd. in Hickson and Dadajee Ltd. Hickson and Dadajee Ltd. were not made aware of the said agreement at any point of time. Prior to October 10, 1989, the name of Alvin Morris Ltd. was changed to Hickson and Welch Ltd. By July 3, 1989, the name of Hickson and Welch Ltd. was changed to Sulphur Dyes Ltd. The above referred agreement dated December 22, 1978, was never acted upon in respect of the intended transfer of shares held by Hickson Welch Ltd. in the respondent-company. The proposal to transfer the said shares as aforesaid was not even communicated to the respondent-company. By an agreement date....
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....d December 22, 1987. Hickson and Welch Ltd. could always modify or abandon a part of the agreement dated December 22, 1987. The company cannot claim to be an agent of the petitioner for sale of the said shares. The petitioner cannot be deprived of its rights as an existing shareholder 'merely because it has changed its name. If the court does not grant this petition, what would happen to the exercise of rights in respect of 20,872 shares. If the petitioner is not to exercise the rights of a shareholder in respect of these shares in its present name, who else can exercise these rights ? Can it be said that no one should exercise the shareholder's rights in respect of these shares ? Mr. Bharucha, with respect, has no real answer to these ques....