Decided on September 08,1961

Mt. Nazmunnessa Begum, Administratrix Appellant
Vidyasagar Cotton Mills Ltd. Respondents


S.P.MITRA, J. - (1.) THIS is an application for an order inter alia, that the Share Register or Register of Members of the respondent Company be rectified by inserting the name of the petitioner as the holder of 11,825 fully paid up ordinary shares and 591 fully paid up 7% cumulative preference shares in the place and stead of Mohamed Bashir, deceased. The petitioner's case is that Mohamad Bashir died intestate on the 11th March, 1960 leaving as his heirs and next of kins the petitioner who is his widow, his son Mohamad Riaz and several married and unmarried daughters. On the 16th December, 1960 the petitioner applied to this court for the grant of Letters of Administration of the property and credits including the aforesaid shares of Mohammad Bashir to the petitioner. On January 20, 1961, Letters of Administration were granted to the petitioner by this court. The petitioner's solicitors on the 20th January, 1961 wrote to the respondent Company requesting the Company to insert the petitioner's name in its share register as the holder of the said shares. Between the 21st and the 24th January, 1961 the Company did not take any steps in the matter. On the 24thJanuary, 1961 a meeting of the Board of Directors was called to be held on the 25th January fro consider the petitioner's application. At the meeting in which five Directors were present including the petitioner, she requested the Chairman to enter her name in the Share Register in the place of Mohamad Bashir. Thereupon Manzoor Ahmed, one of the Directors objected to the proposal on the plea that the meeting had not been properly called. The other Directors also refused to do anything in the matter and vacated the room at the request of Monzoor Ahmed.
(2.) ON December 24, 1960 the Company's Directors resolved to hold the Annual General Meeting on the 9th February, 1961. According to the petitioner the object of the other Directors was to prevent the petitioner from exercising her votes in respect of the shares held by Mohamad Bashir at the Annual General Meeting. They are determined not to insert the petitioner's name as the holder of these shares and in these circumstances she has applied to this Court. An affidavit -in -opposition has been affirmed by Altaf Hossen on the 4th February, 1961. The material averments in this affidavit are that the Letters of Administration dated the 20th January, 1961 issued in the goods of Mohmad Bashir were delivered along with other documents to the Company's accountant on the 21st January, 1961. The office of the Company remained closed from the 21st to the 23rd January, 1961. On the 24th January, the petitioner sent telegrams to the Company's Directors for holding a meeting on the 25th January. The telegram addressed to Altaf Hossain did not reach him in time and as he had to attend this court at the request of the petitioner he could not attend the meeting on the 25th. Altaf Hossain states that the petitioner had no authority to call the meeting under the Articles of Association of the Company and denies that it was a proper meeting. The Company has also received a letter dated the 27th January, 1961 from Manzoor Ahmed's Advocate stating that Manzoor was a co -sharer in respect of the shares of Mohamed Bashir and requesting the Company to register his name to the extent of his interest therein. A similar letter dated the 29th December 1960 was also received by the Company sometime ago from Manzoor himself. On the 28th January the Company wrote to the petitioner's solicitors that her application for registration would be placed before the next meeting of the Board of Directors. The solicitors were also informed that the transfer book of the Company had been closed from the 26th January to the 9th February, 1961 in view of the impending Annual General Meeting. A copy of this letter was sent to the petitioner on the 28th January, 1961 and the petitioner was further informed that the Company had received a lawyer's letter raising objections to registration.
(3.) ALTAF Hossain submits that as the Company has given assurance to the petitioner and her solicitors that the matter would be considered at the next meeting of the Board this application is premature.;

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