Imagens das páginas
PDF
ePub

Liability of executors for

nou-conversion of shares into money.

Effect of

discharge of

holder.

Where the will of a Portuguese testator contained no special direction for conversion, nor any sufficient indication of an intention on the part of the testator that the residuary legatees and devisees should enjoy the residue successively in specie, so as to exempt the executors from the duty of conversion, and the executors did not convert certain shares belonging to their testator, which subsequently became much depreciated in value, the court refused to apply for the first time the rules and principles established by the decisions of the Court of Chancery in England relating to the duty of an executor to convert, in the absence of any special direction to that effect in the will (under which rules and principles the Court was of opinion the executors would have been liable had the case arisen in England,) as the Supreme and High Court of Bombay had not, by any general rule or uniform practice, adopted any Government security accessible to a private executor or trustee in such a manner as to form an authoritative guide to him in his administration of the estate, and because the circumstances by reason of which the rules in question have been imposed on executors and trustees in England have not existed in India. De Souza v. De Souza, 12 Bom. H. C. 184, Cf. IN RE Norington, Brindley v. Partridge, 13 Ch. Div. 654.

As to the effect of the personal discharge of an insolvent shareholder insolvent share- under sec. 47 of the Indian Insolvent Act (11 and 12 Vic., c. 21) and his discharge under sec. 24 of Act XXVIII. of 1865, with reference to his liability to pay calls made in the winding up of a Company, see Baba Saheb Damasker's case, 8 Bom. H. C. O. C. J. 117, and Punnett v. Vinayak Pandurang, 9 Bom. H. C. 27 respectively; see also IN RE East India Cotton Agency, Furdoonjee's case, 3 Ch. D 264, but Furdoonjee's case was not followed IN RE Mercantile Mutual Marine Insurance Association, 25 Ch. D. 415, and see these cases more fully referred to, post, note to sec. 127.

Power of depositee of shares to sell them.

Where the registered holder of shares in a Company, whose articles of association did not require that a transfer of shares should be made by deed, deposited the certificates of his shares, accompanied by a transfer executed by himself, but with the name of the transferee and the date of execution left in blank, with a person who advanced him money, as security for the loan; and no time was fixed for the repayment of the loan, nor was anything said as to the object of the transfer; it was held that the depositee had no authority, without a previous demand for repayment of the loan, to sell or sub-mortgage the shares and fill in the name of the purchaser or sub-mortgagee as transferee. France v. Clark, 22 Ch. D. . 830, affirmed, but on different grounds, 26 Ch. Div. 257. Transfer by 46. Any transfer of the share or other interest personal re- of a deceased member of a Company under this Act, made by his personal representative, shall, notwithstanding such personal representative may not himself be a member, be of the same validity as if he had been a member at the time of the execution of the instrument of transfer (i).

presentative.

Register of members.

Sec. 24 of the English Companies' Act (25 and 26 Vic., c. 89), 1862, and sec. 23 of the Indian Companies' Act X. of 1866.

(i) See Sched. I., Table A, Art. 12. Cf. also Table B to Act XIX. of 1857, post.

See London and Provincial Telegraph Co., L. R. 9, Eq. 653.

47. Every Company under this Act shall cause to be kept in one or more books a register of its

members, and there shall be entered therein the following particulars:

(a) the names and addresses, and the occupations, if any, of the members of the Company, with the addition, in the case of a Company having a capital divided into shares. of a statement of the shares held by each member, distinguishing each share by its number, and of the amount paid or agreed to be considered as paid on the shares of each member;

(b) the date at which the name of any person was entered in the register as a member;

(c) the date at which any person ceased to be a

member.

Where a share-warrant has been issued under section thirty, until the warrant is surrendered, the particulars mentioned in section thirty-four shall be deemed to be the particulars which are required by this section to be entered in the register of members of a Company; and, on the surrender of a warrant, the date of such surrender shall be entered as if it were the date at which a person ceased to be a member.

Any Company acting in contravention of this section shall incur a penalty not exceeding fifty rupees for every day during which its default in complying with the provisions of this section continues, and every director or manager of the Company who knowingly and wilfully authorizes or permits such contravention shall incur the like penalty.

Sec. 25 of the English Companies' Act (25 and 26 Vic., c. 89), 1862, and Sec. 24 of the Indian Companies' Act, 1866, verbatim, save that the penalty in England is £5, not 50 rupees, but the last paragraph but one of the section corresponds with Sec. 31 of the English Companies' Act, 1567; see also sees. 30 and 34 supra.

Cf. sec 14 of Act XIX. of 1857.

As to what the register must contain in the case of conversion of shares into stock, see sec. 52 post.

It is the duty of a Company to keep its register properly. Ex parte Dalri, 3 Bom. H. C. O. C. J. 133, Westropp, J.

[ocr errors]

Per Lord Hatherley in Buchan's Case, 4 Ap. Ca. 592. Every share is or ought to be appropriated to somebody or other in the share register, and the creditors must search and look at the share register, which is to be their guide in order to find whom they are to apply to in case a neces

Annual list of members.

sity should arise for a contribution in consequence of their money not being paid."

Different books of a Company which substantially contained the information required by sec. 14 of Art XIX. of 1857 were held to sutficiently constitute a register of shareholders, and were not invalidated by unumportant omissions and deviations. IN RB Alliance Financial Association, Blaney's case. 3 Bom. H. C. O. C. J., 106. So also in England, Weikersheim's case, L. R. 8 Ch. 831, 836.

Where the actual numbers of the shares are not set out separately but the extreme numbers, i.e. the first and last without the intermediate ones are given, it may reasonably be concluded that the numbers not given were those which were intermediate between the numbers given. See Bain v. Proprietors Whitehoren R. Co., 3 H. L. Ca. 1, cited and adopted by Sargent. J., in IN RE Alliance Financial Corporation, Blancy's case 3 Bom. O. C. J., 104, 111.

As to "amount paid or agreed to be paid,” ef. table A, cl. 4, note post and sec. 28 supra, and cases there cited

48. Every Company under this Act and having, a capital divided into shares (i), shall make, once at least in every year, a list of all persons who, on the fourteenth day succeeding the day on which the ordinary general meeting (), or, if there is more than one ordinary general meeting in each year, the first of such ordinary general meetings, is held, are members of the Company. Such list shall state the names, addresses and occupations of all the members therein mentioned, and the number of shares held by each of them, and shall contain a summary specifying the following particulars (iii) :--

(a) the amount of the capital of the Company and the number of shares into which it is divided;

(b) the number of shares taken from the commencement of the Company up to the date of the

summary;

(c) the amount of calls made on each share;

(d) the total amount of calls received;

() the total amount of calls unpaid;

(f) the total amount of shares forfeited;

(g) the names, addresses and occupations of the persons who have ceased to be members since the last list was made, and the number of shares held by each of them.

The above list and summary (iv) shall be contained in a separate part of the register, and shall be completed within seven days after such fourteenth day as is mentioned in this section; and a copy shall

forthwith be forwarded to the Registrar of joint stock Companies.

Sec. 26 of the English Companies Act (25 and 26 Vic.. c. 89), 1862, and Sec. 25 of the Indian Companies Act X. of 1866, verbatim.

(i) As to other Companies see sec. 70 post.

(ii) Sc. 74 post.

(iii) As to particulars after a share-warrant has been issued, see sec. 49 post; and where capital has been couverted into stock, sec, 52 post.

(iv) Sched. II., Form E, post.

Cf. sec. 15 of Act XIX. of 1857.

See the note to sec. 26, Buckley 4th ed. p. 78.

tained in

49. After the issue by the Company of a share- Particulars warrant, the annual summary required by section to be conforty-eight shall contain the following particulars annual sum(namely)-the total amount of shares or stock for mary. which share-warrants are outstanding at the date of the summary, and the total amount of share-warrants which have been issued and surrendered respectively since the last summary was made, and the nun.ber of shares or amount of stock comprised in each

warrant.

See. 32 of the English Companies' Act (30 and 31 Vic., 131), 1867.

As to share-warrants to bearer, see secs 30 to 35 supra.

&e, not

register.

50. If any Company under this Act and having Penalty on a capital divided into shares makes default in com.- Company, plying with the provisions of this Act with respect keeping a to forwarding such list of members or summary as proper is hereinbefore mentioned to the Registrar, such [not forwardCompany shall incur a penalty not exceeding fifty ing list or rupees for every day during which such default summary.] continues; and every director and manager of the Company who knowingly and wilfully authorizes or permits such default shall incur the like penalty.

Sec. 27 of the Englien Companies' Act (25 and 26 Vie,, ~. 89), 1862, and sec, 26 of the Indian Companies' Act X. of 1866, rerbatim, substitating fifty rupees" for five

trounds.

་་

Cf. Act XIX. of 1857, sec. 15.

The marginal note of this section is wrong. The penalty for not keeping a proper register is provided for by sec. 47 supra.

An offence under this sec. is a continuing offence, see Reg. v. Catholic Fire &c. Institution, 18 L. T. 675.

give notice

tion or of

capital into

Company to 51. Every Company under this Act having a of consolida- capital divided into shares that has consolidated and divided its capital into shares of larger amount than conversion of its existing shares, or converted any portion of its capital into stock (i), shall, within fifteen days of such consolidation, division or conversion, give notice to the Registrar of joint stock Companies of the same, specifying the shares so consolidated, divided or converted.

stock.

Effect of conversion

of shares into stock.

Entry of

trust on

register.

Sce, 2% of the English Companies' Act (25 and 26 Vic., e. 89, 1862, and see. 27 of the Indian Companies' Act X. of 1866, verlatim, save that the English Aet does not provide the limitation of time within which notice to the Registrar is to be given.

(i) See sec. 12 supra, and sched. I., table A, (23)-(25), post.

52. Where any Company under this Act and having a capital divided into shares has converted any portion of its capital into stock (i) and given notice of such conversion to the Registrar (ii), all the provisions of this Act which are applicable to shares only shall cease as to so much of the capital as is converted into stock; and the register of members hereby required to be kept by the Company (iii), and the list of members to be forwarded to the Registrar (iv) shall show the amount of stock held by each member in the list, instead of the amount of shares and the particulars relating to shares hereinbefore required.

Sec. 29 of the English Companies' Act (25 and 26 Vie., c. 89), 1862, and sec. 28 of the Indian Companies' Act A. of 1866, vorbatin.

(i) See sec. 12 supra, and sched. I., table A, (23)-(25).

(ii) Sec. 51 supra.

(iii) Sec. 47 supra.
(iv) Sec. 48 supra.

53. No notice of any trust, express, implied or constructive, shall be entered on the register or be receivable by the Registrar in the case of Companies under this Act and registered in British India.

Sec. 30 of the English Companies' Act (25 and 26 Vie., c. 89), 1862, and sec. 29 of the Indian Companies' Act X. of 1866, verbatim, save that the words "British India" stand for England and Ireland" in the former statute. Cf. sec. 17 of Act XIX. of 1857.

« AnteriorContinuar »