MAHADEO LAL AGARWALA Vs. NEW DARJEELING UNION TEA CO LTD
LAWS(CAL)-1951-2-24
HIGH COURT OF CALCUTTA
Decided on February 22,1951

MAHADEO LAL AGARWALA Appellant
VERSUS
NEW DARJEELING UNION TEA CO.LTD. Respondents


Cited Judgements :-

MAHENDRA KUMAR JAIN VS. FEDERAL CHEMICAL WORKS LTD [LAWS(ALL)-1965-2-13] [REFERRED TO]
MINOR SHANTI DEVI VS. KHANDUBALA DASI [LAWS(CAL)-1960-9-9] [REFERRED TO]
UNITY COMPANY PRIVATE LTD VS. DIAMOND SUGAR MILLS [LAWS(CAL)-1968-11-6] [REFERRED TO]
STATE OF ORISSA VS. INDIAN CHEMICAL PRODUCTS LTD [LAWS(ORI)-1956-11-7] [REFERRED TO]
S A PADMANABHA RAO VS. UNION THEATRES PRIVATE LIMITED [LAWS(KAR)-2001-3-91] [REFERRED TO]
TAMIL NADU WAKF BOARD VS. S A SYED MASOOD MUTHAVALLI KALVATHNAYAGAM THAIKKA KADAYANALLUR [LAWS(MAD)-1995-2-84] [REFERRED TO]
ALBERT JUDAH JUDAH VS. RAMPADA GUPTA [LAWS(CAL)-1958-3-31] [REFERRED TO]
Maheshwari Khetan Sugar Mills (P.) Ltd., and others VS. Ishwari Khetan Sugar Mills and others [LAWS(ALL)-1963-5-22] [REFERRED TO]
S.A. Padmanabha Rao and others VS. Union Theatres Private Limited, Chitradurga [LAWS(KAR)-2001-3-113] [REFERRED TO]
JYOTSANA RAJGARHIA VS. DIPAK KUMAR HIMATSINGKA [LAWS(CAL)-2002-10-33] [REFERRED TO]
N.K. AGARWAL VS. HANUMAN MILLS P. LTD. [LAWS(ALL)-1972-12-45] [REFERRED TO]
SM SHANTI DEVI VS. KALIMATI DASSI [LAWS(CAL)-1960-9-35] [REFERRED]


JUDGEMENT

Lahiri, J. - (1.)This appeal by the plaintiffs arises out of a suit for declaration of title of the plaintiffs' 7/8th share in respect of two hundred shares of the New Darjeeling Union Tea Co., Limited, (defendant No. 1) and for mutation of the plaintiffs' names in the share register of the said company, for recovery of the dividends and for a permanent injunction restraining the said company from paying any dividend to defendants Nos. 2 and 3.
(2.)The plaintiffs' case is that in Money Suit No. 36/31 the plaintiffs obtained a decree against one Kazi Md. Ismail and 9 others and in execution of that decree (which was Money Ex. Case No. 29/ 32) auction purchased 7/8th share of shares Nos. 4818 to 5017 of the defendant company on 28-3-32. Thereafter the plaintiffs obtained a share transfer deed executed by the Court in terms of Order 21, Rule 80, and wrote to the defendant no. 1 in 1940 asking lor information as to what should be done to get their names mutated. As there was no reply to that letter the plaintiffs in 1941 complained to the Registrar Joint Stock Company who after enquiries informed the plaintiffs that the shares stood in the name of Rajani Kanta Mukherjee (deceased) who had obtained mutation on the basis of his auction purchase and private purchase of the said shares. In the plaint the plaintiffs alleged that in the execution case started, by them the judgment-debtors as well as the Secretary of the defendant no. 1 company were duly served with the prohibitory order under the C. P. Code. In spite of that the judgment-debtors sold their shares to the said Rajani Kanta Mukherjee by private treaty and Rajani Babu also auction-purchased the interest of Kari Md. Ismail on or about the 25th July, 1936. As the said Rajani Kanta Mukherjee was an influential Director of the defendant no. 1, company, the company fraudulently, illegally and dishonestly entei'ed the name of Rajani Kanta Mukherjee as the sole share-holder of the said 200 shares. Rajani Kanta Mukherjee having died his interest devolved upon defendants no. 2 and 3 as his heirs. The plaintiffs accordingly prayed for a declaration of their title in respect of 7/8th share out of shares nos. 4818 to 5017 of the defendant company and that the mutation of the names of defendants 2 and 3 and of their predecessors is illegal and fraudulent and that the plaintiffs are entitled to mutation of their names in the share register of defendant no. 1. The second prayer made by the plaintiffs was for a cancellation of the said mutation and a direction upon defendant no. 1 to mutate the name of the plaintiffs in respect of the aforesaid shares in the shares register. The third prayer was for a decree for dividend wrongfully paid by defendant no. 1 to defendants 2 and 3 and their predecessor-in-interest from 1938 to 1943 after taking accounts. The fourth prayer was for a permanent injunction restraining the defendants from paying or taking the dividends in future.
(3.)The suit was contested by the defendants by three separate written statements. The defendant No. 1 pleaded that the Court of the Subordinate Judge had no jurisdiction to try the suit and the proper Court is the Court having jurisdiction under the Indian Companies Act, that the allegations of fraud and collusion between defendant no. 1 and Rajani Kanta Mookerjee were untrue; that the plaintiffs did not apply formally according to law for mutation of their names; that the defendant No. 1 mutated the name of Rajani Kanta Mookerjee in good faith without any knowledge of the auction-purchase of the plaintiffs, that the discretion of the directors in granting mutation to Rajani Kanta Mookerjee and refusing it to the plaintiffs should not be lightly interfered with. The defendants nos. 2 and 3 after traversing the material allegations in the plaint raised the plea that the plaintiffs' suit was barred by limitation and that the auction sale at which the plaintiffs purchased was a nullity inasmuch as some of the judgment-debtors died and their representatives were not brought on the record.


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