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Amar Nath and anr. Vs. Karnal Electric Supply Co. Ltd. - Court Judgment

LegalCrystal Citation
SubjectCompany
CourtPunjab and Haryana High Court
Decided On
Case NumberCivil Ori. No. 181 of 1951
Judge
Reported inAIR1952P& H411
ActsCompanies Act, 1913 - Sections 158 and 235
AppellantAmar Nath and anr.
RespondentKarnal Electric Supply Co. Ltd.
Appellant Advocate Balraj Tuli, Adv.
Respondent Advocate Kundan Lal Gosain, Adv.
Excerpt:
- sections 80 (2) & 89 & punjab motor vehicles rules, 1989, rules 85 & 80: [t.s. thakur, cj, jasbir singh & surya kant, jj] appeal against orders of state or regional transport authority imitation held, a stipulation regarding the period of limitation available for invoking the remedy shall have to be strictly construed. that is because any provision by way of limitation is in the nature of a restraint on the remedy provided under the act. so viewed two inferences are clear viz., (1) sections 80 and 89 of the act read with rule 85 of the rules make it obligatory for the authorities making the order to communicate it to the applicant concerned and (2) the period of limitation for any appeal against the order is reckonable from the date of such communication of the reasons would imply.....orderharnam singh, j. 1. in civil original no. 181 of 1951 mr. amar nath goela and mr. ram nath goela apply that mr. harish chander bhatnagar, official liquidator of the karnal electric supply company, limited, may be directed to pay them 50 per cent of the share-money with interest at 9 per cent per annum from the 15th of october, 1951, to the date of payment with costs.briefly summarised the facts of the case are these. mr. amar nath goela holds 220 shares bearing nos. 201-300, 636-735, 866-875 and 1344-1353 of the company, while mr. ram nath goela holds 115 shares bearing nos. 301-350, 556-565, 626-635, 1219- 1243, 2177-2191 and 1906-1910. in the liquidation proceedings mr. amar nath goela and mr. ram nath goela have been placed on the list of contributories by the official liquidator.....
Judgment:
ORDER

Harnam Singh, J.

1. In Civil Original No. 181 of 1951 Mr. Amar Nath Goela and Mr. Ram Nath Goela apply that Mr. Harish Chander Bhatnagar, Official Liquidator of the Karnal Electric Supply Company, Limited, may be directed to pay them 50 per cent of the share-money with interest at 9 per cent per annum from the 15th of October, 1951, to the date of payment with costs.

Briefly summarised the facts of the case are these. Mr. Amar Nath Goela holds 220 shares bearing Nos. 201-300, 636-735, 866-875 and 1344-1353 of the Company, while Mr. Ram Nath Goela holds 115 shares bearing Nos. 301-350, 556-565, 626-635, 1219- 1243, 2177-2191 and 1906-1910. In the liquidation proceedings Mr. Amar Nath Goela and Mr. Ram Nath Goela have been placed on the list of contributories by the Official Liquidator of the company.

2. On the 28th of September, 1951, I directed the Liquidator of the Company to pay 50 per cent of the share-money to the contributories. In the present proceedings the applicants maintain that they have not been paid 50 per cent of the share-money in accordance with the order passed by the Court on the 28th of September, 1951.

3. In the answer put in by the Liquidator it is said that the payments have been withheld because of the pendency of proceedings against Mr. Amar Nath Goela, ex-Managing Director of the Company, under Section 235 of the Indian Companies Act. Indeed, it is maintained that the company has a lien on the share-money under Clause 43 of the Memorandum and Articles of Association of the Company. Clause 43 reads: 'The Company shall have a first and paramount lien upon all shares (whether fully paid or not) registered in the sole name of any member or jointly with other persons, end also on all dividends or other sums of money due to such member, for his debts, liabilities and engagements to or with the Company, whether joint with other persons or not, and notwithstanding that the time for payment, discharge or fulfilment thereof has not actually arrived.'

4. Admittedly, no proceedings under Section 235 of the Indian Companies Act are pending against Mr. Ram Nath Goela. Mr. Ram Nath Goela is entered on the register of members and has been brought on the list of contributories in his own right. Section 33 of the Indian Companies Act provides that no notice of any trust, expressed, implied or constructive, shall be entered on the register, or be receivable by the Registrar. In other words, a member is liable for calls and other obligations of his membership though that member may be merely a trustee to the knowledge of the Company.

5. In -- 'Murshidabad Loan Office, Ltd. v.Satish Chandra', AIR 1943 Cal 440. B. K.Mukherjea and Blank JJ., said:

'Assuming that the registered share-holder is not the real owner of the share but if he is the member in the books of the company it is he alone who would be entitled to exercise the rights of a share-holder, viz., to vote as such or to receive the dividend payable in respect of the share and it certainly follows that he alone is liable for share calls or to be put on the list of contributories in case the Company is wound up.'

6. In the circumstances of the case Mr. Ram, Nath Goela whose name is registered in the register of members kept by the Company has a right to receive 50 per cent of the share-money.. That being so, I find that there is no justification' for the non-payment of 50 per cent of the share-money to Mr. Ram Nath Goela,

7. As regards the case of Mr. Amar Nath Goela, Mr. Balraj Tuli urges that Clause 43 gives the Company the first and paramount lien upon all shares registered in the sole name of any member or jointly with other persons, and also on ail dividends or other sums of money due to such member, for his admitted liabilities to the Company and not for disputed liabilities. As pointed out by Salmond in his Jurisprudence, Tenth Edition, at cage 364

'liability or responsibility is the bond of necessity that exists between the wrongdoer and the remedy of the wrong. This 'vinculum juris' is not one of the mere duty or obligation; it pertains not to the sphere of ought but to that of must. It has its source in the supreme will of the state, vindicating its supremacy by way of physical force in the last resort against the unconforming will of the individual. A man's liability consists in those things which he must do or suffer, because he has already failed in doing what he ought. It is the 'ultimatum' of the law.'

8. Judged in this light it must be conceded that it cannot be said that there is no liability of Mr. Amar Nath Goela justifying the claim of lien. In case the interpretation sought to be placed upon Clause 43 is accepted, any officer of the company has only to dispute the liability and thereby defeat the lien. In my opinion, the Company has the first and paramount lien, upon shares of Mr. Amar Nath Goela described, in paragraph No. 1 of the application for his liability to the Company. In these circumstances, the Liquidator is justified in not paying 50 per cent of the share-money to Mr. Amar Nath Goela.

9. In the result, I direct that 50 per cent of the share -money may be paid to Mr. Ram Nath Goela and that the payment of 50 per cent of the share-money to Mr. Amar Nath Goela may be withheld till the conclusion of the proceedings under Section 235 of the Indian Companies Act, 1913.

10. No order as to costs.


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