Decided on April 26,1961

STATE Respondents


S.P.Mitra, J. - (1.) This is an application tor rectification of the Share Register of the Company.
(2.) The first objection of the company is that the transfer forms which have been used are not in accordance with the provisions of Article 48 of the Articles of Association relating to transfer or transmission of shares. Under Article 48 (b) a form has been set out. Upon comparing the form with the forms used by the petitioner I find there has been substantial, if not verbatim, compliance with the requirement. In any event, Article 48 (b) prescribes that, the transfer may also be recorded "in any usual or common form which the Board shall have approved". When the petitioner applied to have her name registered, it was open to the Board to approve of the forms used by the petitioner and her transferors. I do not see why approval could not be given to these forms. This contention of learned Advocate for the company therefore, does not appear to me to be reasonable.
(3.) The next contention is that unless a person is a member of a Company, he cannot make an application under Section 155 of the Companies Act, 1956. His remedies are under Section 111 and he may prefer an appeal to the Central Government as provided by Sub-section 3 of that section. This argument is obviously untenable as Section 155 clearly provides that, if default is made, or unnecessary delay takes place, in entering on the register the fact of any person having become a member, the person aggrieved may apply to the court tor rectification of the register. In Sadashiv v. Gandhi Sewak Samaj Ltd., MANU/MH/0072/1958, it is observed that Section 155 is the controlling section and gives the court an overriding power notwithstanding any previous order of the Central Government. It would be meaningless to give the court a general power to decide any question including any question relating to the title of a person as is given by Section 155 (3) and then indirectly cut off that power by giving the Central Government the same power to decide the same question in appeal first.;

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