LUXMI TEA COMPANY LIMITED versus PRADIP KUMAR SARKAR

LUXMI TEA COMPANY LIMITED versus PRADIP KUMAR SARKAR

Company or its directors lack inherent or residuary power to refuse registration of share transfer unless such power is specifically provided by statute or Articles; 'or otherwise' only imposes duty to give notice of refusal and does not create or recognise right of refusal; transferor is not necessary party to rectification unless he disputes transfer; power to refuse registration for insufficient stamping cannot be invoked if share transfer deeds are duly stamped as found by High Court.

Parties
Appellant: Luxmi Tea Company Limited; Respondent: Pradip Kumar Sarkar
Jurisdiction
India
Judgment Date
07 November 1989
Procedural Posture
Civil Appeal / Decision on Appeal From Calcutta High Court
Outcome
Appeal dismissed
Legal Topics
Share Transfer, Rectification of Register, Power to Refuse Registration, Stamping of Transfer Deeds
Company Law Share Transfer Rectification of Register Power to Refuse Registration Stamping of Transfer Deeds

Case Brief

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Parties

Luxmi Tea Company Limited

Appellant

Pradip Kumar Sarkar

Respondent

Procedural Posture

Civil Appeal / Decision on Appeal From Calcutta High Court

Legal Issues

  1. 1 Whether company or its directors have inherent or residuary power to refuse registration of share transfer in absence of specific provision in Articles or Act
  2. 2 Scope of expression 'or otherwise' in section 111(2) and Article 42
  3. 3 Whether transferor is a necessary party to application under section 155

Ratio Decidendi

Company or its directors lack inherent or residuary power to refuse registration of share transfer unless such power is specifically provided by statute or Articles; 'or otherwise' only imposes duty to give notice of refusal and does not create or recognise right of refusal; transferor is not necessary party to rectification unless he disputes transfer; power to refuse registration for insufficient stamping cannot be invoked if share transfer deeds are duly stamped as found by High Court.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed with costs assessed at Rs. 2,000