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Motiram Bhagubhai Vs. the Gordon Mills Limited in Liquidation - Court Judgment

LegalCrystal Citation
SubjectCompany
CourtMumbai
Decided On
Judge
Reported in(1888)ILR12Bom526
AppellantMotiram Bhagubhai
RespondentThe Gordon Mills Limited in Liquidation
Excerpt:
.....of these enactments with unnecessary refinements and technicalities which are not made imperative by the plain words of the act' per west, j. 508 .8. we, therefore, hold the notice in question to be a good notice, and allow this appeal......the liquidators may adopt. we think, however, that the reference to the section contained in the letter is sufficient to incorporate into the notice the other alternative, and renders it a notice which gives the liquidators the option which they are entitled to exercise under the section.6. it is to be observed, that the act prescribes no particular form of words in which the notice is to be given. it is reasonable, therefore, to hold that any notice in writing, however expressed, would be sufficient if it clearly conveyed to the liquidators the dissent of the shareholder from the resolution, and his demand that they should either abstain from carrying the resolution into effect, or purchase his interest in the manner prescribed by the act. we think that, substantially, the letter in.....
Judgment:

Charles Sargent, C.J.

1. The question which we have to determine is whether the letter, dated the 19th December, 1885, by the appellant to the liquidators of the Gordon Mills was a valid and sufficient notice within the provisions of the second clause of Section 204 of the Indian Companies Act VI of 1882.

2. It is contended that this letter is insufficient, inasmuch as it only required the liquidators to purchase the interest of the dissentient shareholders in the company, and did not state the alternative course open to them under the section, viz., to abstain from carrying the special resolution into effect. The learned Judge, from whose decision this appeal is brought, was of opinion that the notice was defective and insufficient, and he based his decision upon the cases of In re Union Bank of Kingston-upon-Hull L.R., 13 Ch. Div., 808 and In re the Fleming Spinning and Weaving Company (Limited) in Liquidation I.L.R., 7 Bom., 494.

3. In the case of In re Union Bank of Kingston-upon-Hull I L.R., Ch. Div., 808 however, it is quite plain that the question upon which Jessel, M.R., expressed his opinion, was not as to the exact form in which the notice should be given, but rather as to 'whether the notice of the dissentient shareholder that he dissents, should also contain the notice either to abstain from carrying the resolution into effect, or to purchase the shares,' and his decision was 'that the whole is to be one notice in writing.' That is really the point which he decided. No doubt there are expressions in his judgment which taken by themselves might be supposed to indicate what he thought should be the form of the notice, but it is clear that was not the question which was present to his mind and which he intended to decide. He did not mean to lay down any rule as to the special form which was necessary for a valid notice, but merely that the two matters, viz. the dissent and the requisition, should be comprised in the one notice.

4. Then the case of Inre The Fleming Spinning and Weaving Company (Limited) in Liquidation I.L.R., 7 Bom., 494 has been relied on. But neither was the decision in that case upon the point now before us. The decision there was that, however informal and irregular the notice given by the shareholder might have been, nevertheless the liquidators by their conduct had waived the informality, and that by reason of their conduct the dissentient shareholder was entitled to proceed as if his notice had been perfectly formal and valid. That decision cannot, therefore, be of much assistance to us in the present case.

5. The point which arises here is whether this letter of the 19th December, written by the appellant to the liquidators, was a sufficient notice under the Act. It is to be observed that it states the writer's dissent from the resolutions, and, further, that it contains an express reference to Section 204 of the Companies Act (VI of 1882). In fact, the notice given by the letter is stated to be a notice under that section. It is true the letter proceeds to require the liquidators to purchase the shareholders' interest in the company, which is only one of the two courses either of which the liquidators may adopt. We think, however, that the reference to the section contained in the letter is sufficient to incorporate into the notice the other alternative, and renders it a notice which gives the liquidators the option which they are entitled to exercise under the section.

6. It is to be observed, that the Act prescribes no particular form of words in which the notice is to be given. It is reasonable, therefore, to hold that any notice in writing, however expressed, would be sufficient if it clearly conveyed to the liquidators the dissent of the shareholder from the resolution, and his demand that they should either abstain from carrying the resolution into effect, or purchase his interest in the manner prescribed by the Act. We think that, substantially, the letter in question gave such notice, and that it is impossible to suppose that the liquidators could have misunderstood it.

7. To hold otherwise would be to give a very technical construction to the section. We agree with West, J., 'that while adhering generally to the principles of construction laid down from time to time by English Courts of law on the various parts of these Acts, we should not forget that such enactments when introduced into this country have to be applied to a people for the most part unfamiliar with our business ways and experience, as well as with our language,-a consideration which makes it desirable that we should be careful not to clog the interpretation and application of these enactments with unnecessary refinements and technicalities which are not made imperative by the plain words of the Act' Per West, J., I.L.R., 7 Bom. 508 .

8. We, therefore, hold the notice in question to be a good notice, and allow this appeal.


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