TaxTMI 
TaxTMI 
1996 (10) TMI 363
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....ted and its subsidiaries. Bharat Petroleum Corpn. Ltd. was incorporated on 3-11-1952 under the provisions of the Companies Act, 1913 as 'Burmah Shell Refineries Limited' whose name was on 28-7-1977 changed to Bharat Petroleum Corpn. Ltd. It is a Government company within the meaning of section 617 of the Act. 3. A letter bearing No. SHC/BOM/MSGF 1-0134 dated 11-2-1994 was received by the respondents from the 1st Appellant with a request to effect registration of transfer of equity shares of the Respondents from SHCOIL to Stock Holding Corporation of India Limited (Account Morgan Stanley Growth Fund) ('SHCOIL A/c MSGF'). The said letter along with annexures thereto was received by the respondents on 15-2-1994. It was in respect of 400 equity shares of the respondents. On perusal of the said letter and the documents accompanied thereto it was noticed by the respondents that 400 equity shares of the respondents which were purchased by the LIC Mutual Fund and standing in the name of SHCOIL being the trustees of LIC Mutual Fund, were intended to be transferred in the name of SHCOIL A/c MSGF. The Standing Committee of the Board of directors of the respondents after considering the req....
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....and are hereby authorised to be sent to the Transferor and the proposed Transferee (indicated in the above referred transfer forms); RESOLVED FURTHER that the Company Secretary, the Dy. Company Secretary and the Asstt. Company Secretary be and are hereby severally authorised to submit the above reference and such additional and/or supplemental applications, submissions, affidavits, modifications to the said reference and to take all other necessary actions as would be required for making reference and for pursuing the same to comply with the above decision including submissions of rejoinders, appeals etc. and appearance in person or through representative, on behalf of the Company." 4. The respondents made an application to the CLB, Western Region Bench, Bombay, under the provisions of section 22A(4)(c) of The Securi-ties Contracts (Regulation) Act, 1956 ('the SCR Act'), seeking a direction on the opinion and decision of the respondents refusing registration of the transfer of the said shares as requested by the 1st appellants. In the Reference Application bearing No. 13/SC/CLB/WR of 1994, the judg- ment and order impugned in this appeal was passed. The CLB after considering ....
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....n respect thereof. 6. Mr. Tulzapurkar, the learned Counsel appearing for the respondents, submitted that while deciding the controversy involved, the Court is concerned with the existing position in law. While considering whether a transfer is to be registered or not, the Company is not required to note who the beneficial owner is in respect of the shares whose transfer is to be registered. Equally the Company is not required to go behind the legal ownership. In the submission of the learned Counsel, the Company is not required to look at any person other than the legal owner of the equity shares. Mr. Tulzapurkar further submitted that section 187C was intro-duced to avoid benami holding and at the time when section 187C was introduced, the Legislature did not deliberately repeal section 153 though section 153 was very much in mind of the Legislature at the time when section 187C was introduced. In the submission of the learned Counsel, section 153 has not been repealed either expressly or impliedly by insertion of section 187C nor the effect of section 153 has been diluted by insertion of section 187C. Mr. Tulzapurkar further submitted that SEBI (Mutual Funds) Regulations, 1993....
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....e effected since in view of the provisions of section 153 no notice of a trust can be taken by the respondents. The respondents refused to register the transfer also relying upon the Press Note dated 12/25-6-1957 issued by the Government of India, Ministry of Company Law Administration whereby it has been clarified that shares in a company, being the property of a trust, can be held in the names of its trustees being individuals, corporations, companies or societies regis- tered under the Societies Registration Act, 1860 without the addition of the statement that they are trustees. Reliance has also been placed upon the letter bearing No. 10/28/87-CLV, Vol. IV dated 16-2-1993 addressed by the Department of Company Affairs confirming that the shares in the company being the property of the trust can be held in the name of the trustees without addition of the statement like 'A/c LIC Mutual Fund' and reiterating that the Company cannot take note of trust. On the facts of the case, the Standing Committee of the board of directors of the respondents recorded that if the proposed transfer of the said shares was to be accepted without addition of 'A/c MSGF' the transfer would amount to SH....
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....olio numbers are given which by themselves are sufficient to identify the shares so as to make it conve- nient even for the appellants to have the proper accounting of the shares in respect whereof the 1st appellants act as trustees. 9. Incidentally, it was suggested by the learned Counsel for the appellants that if the registration of transfer of shares as desired by the appellants is not affected, then it will cause loss of revenue to the Government. I am afraid, while considering the statutory obligations and the requirements, the question pertaining to loss of revenue to the Government cannot be taken into consideration. When there is a bar under section 153, merely by exercising the right in accordance with the provisions of section 153 if incidentally any loss of revenue is caused to the Government, that cannot override the statutory obligations. 10. No doubt, as submitted by the learned Counsel for the parties the provisions contained in section 153 as also in section 187C are to be construed harmoniously but as SEBI Mutual Fund Regulations and the provisions contained in the Act operate in different fields, I find no inconsistency in the provisions contained in sectio....