By sec. 266 of the Civil Procedure Code, XIV. of 1882, corresponding Attachment of with sec. 266 of Act X. of 1877, "The following property is liable to shares in attachment and sale in execution of a decree shares in the capital

or joint-stock of any railway, banking or other public Company or Corporation, and, except as hereinafter mentioned, all other saleable property

belonging to the judgment-debtor or over which, or the profits of which, he has a disposing power which he may exercise for his own benefit, and whether the same be held in the name of the judgment-debtor or by another person in trust for him or on his behalf.” And by sc. 268 of the same Code corresponding with sec. 263 of Act X. of 1877, “In the case of a.... share in the capital of any public Company or Corporation. . . . the attachment shall be by a written order prohibiting.. the person in whose name the share may be standing from transferring the same or receiving any dividend thereon. And a copy of such order shall be fixed up in some conspicuous part of the Court-house and another copy shall be sent in the case of.... the share to the proper officer of the Company or Corporation.”

Cf. Order XLVI. of the Judicature Act, 1875, Rule 1 (Wilson's Judicature Acts, 3rd ed.), and see South Western Loan and Discount Co. v. Robertson, 8 Q. B. D. 17, where it was held that the fact that the stock stood in the name of trustees in trust for another, besides the judgmentdebtor, did not prevent its being stock "standing in the name of any person in trust for him," within the words of sec. 14 of 1 and 2 Vic., c. 110.

execution.

trustees.

As to the personal liability of trustees in respect of shares standing in Personal their names, see the following cases which arose out of the failure of the liability of City of Glasgow Bank :-Muir v. City of Glasgow Bank, 4 Ap. Ca. 337, where it was held that the appellants (Muir and others) were partners of the Company, which was registered but not formed under the Companies' Act, 1862, and as such were personally liable for payment of all calls made on them in respect of the stock which they held, although in the stock ledger (register of shareholders) they appeared as trust disponees" for other persons.

Bell's Case, 4 Ap. Ca. 547, Buchan's Case, ibid. 549, where Lord Selborne thus delivered his opinion on the distinction between the liabilities of executors and trustees on account of shares transferred to them (at p. 595); “The case of trustees who take a transfer in their names differs, in principle, from that of executors, who merely intimate their title as executors to a Company, in order to claim and exercise the rights which belong to them as the legal representatives of their testator..... Trustees have not, in any proper sense of the word, a representative character, but executors have . . .. Having representative rights, it is impossible that they should not be entitled to produce the legal evidence of them to the Company, for the purpose of having their title in some way recorded and recognized, without making themselves personally liable."

By sec. 126 post, representative liability in the case of executors is distinctly recognized.

See also Ke's Case, ibid. 549, 598; where a resignation by the trustee of his trusteeship which was accepted by his co-trustees, but not regularly intimated to or acted upon by the bank, upon whose register the name of the trustee remained until its stoppage, had not the effect of exempting him from personal liability. Earl Cairns, L. C., p. 572: “The name of the appellant having been duly entered upon the register, and appearing there at the time of the winding up, he is clearly liable to be placed on the list of contributories, unless he can show something more than his mere resignation of his trusteeship. His resignation of his trusteeship alone would not terminate his liability to the bank. He ceased to be a trustee; but it remained for him to terminate his liability in respect of the bank by a transfer, or something equivalent to a transfer of his shares."

See further as to the liability of trustees, Cuninghame v. City of Glasgow Bank, 4 Ap. Ca. 607; where the trustee was held liable, although he had

Certificate of shares or

stock.

not actually signed the transfers of the stock to himself and his cotrustees, but had signed together with them a note approving of the purchase of the stock, and a subsequent letter to the bank authorizing the payment of dividends, and had been entered on the register of members of the bank.

As to the joint and several liability of trustees, see Gillespie v. City of Glasgow Bank, 4 Ap. Ca. 632. And as to the liability of trustees in solido and not pro ratâ, see Cuninghame v. City of Glasgow Bank, 4 Ap. Ca. 607.

It is immaterial for the purpose of qualification of a director that he has transferred the beneficial interest in his shares to another person. so long as he is registered as holding the capital required, see Pulbrook v. Richmond Consolidated Mining Co., 9 Ch. D. .610.

As to the relative positions of trustee and cestui que trust towards the Company and towards themselves respectively and as to the right of the trustee to be indemnified by his cestui que trust, &c., see Mr. Buckley's Note to sec. 30 of the English Act, 1862 (4th ed., pp. 80-85), and Lindley, 4th ed., pp. 730, 758, 1358.

54. A certificate under the common seal of the Company, specifying any shares or stock held by any member of a Company, shall be prima facie evidence of the title of the member to the share or shares or stock therein specified.

See. 31 of the English Companies' Act (25 and 26 Vie., e. 89), 1862, and see, 30 of the Indian Companies' Art X. of 1866, verbatim.

Cf. sec. 19 of Act XIX. of 1857.

It is to be observed that the present Act, as well as the former Acts, both in England and India, is silent on the question of a member's right to require a certificate-although table A. art. (2) provides for this.

Although a Company which has registered shares in A's name under a forged transfer and issued to him a certificate in respect thereof, stating that the shares are standing in his name, will be estopped by the certificate from setting up against B, a bond fide transferee, the infirmity of A's title. IN RE Bahia and San Francisco Ry. Co., L. R., 3 Q. B. 584, and Har v. Frontino, &c., Gold Mining Co., L. R. 5. Ex. 111; so also where the Company had issued a certificate upon a transter which had been forged by its own Secretary: Shaw v. Port Philip &c., Co. 13 Q. B. D. 103.

Still this will not be the case where the party contracting to purchase the stock or shares belonging to the real owner acts upon the faith of a forged transfer only, and has not relied on any act of the Company. Simm v. Anglo-American Telegraph Co., 5 Q. B. Div. 188, 49 L. J. Q. B. Div. 392; 42 L. T. 37; 23 W R. 290. In this case the party contract. ing to purchase the stock, though himself innocent of any fraud, had been the means of sending to the Company a transfer purporting to be executed by the real owner, but which was forged, and the Company had been induced thereby to recognize the nominee of the contracting party as the holder.

Cotton, L. J., at p. 213, distinguishes the case from Re Bahia, &c. Co., L. R. 3 Q. B. 584, and Hart v. Frontino, &c., Gold Mining Co., L. R. 5 Ex. 111, and proceeds as follows:

To a buyer who did not know the real facts, the certificate would amount to a representation that the sellers were entitled to the stock, and under the doctrine of estoppel, the buyer might maintain an action against the Company, not as the real owner of the stock, but as a person whom the Company were bound to treat as the real owner, because they had stated to him that the sellers to him were the real owners and that the transfer to the sellers was valid. But the facts here are very different.'

And Bramwell, L. J., p. 202, says:- "For a man to have a true title as the transferee of stock, his transferor must have had the stock; his transferor must have executed an instrument of transfer, and the transferee must have accepted that instrument. The last named condition is no doubt fulfilled, for Burge & Co. [i. e. the transferees] did intend to accept the supposed instrument of transfer. Upon general principles, and upon the authority of the cases cited to us, I think the Company would have been estopped from denying that Coates [i, e. the original owner] was the holder of the stock; but why are they estopped from denying that he transferred it?"

See and consider Waterhouse v. L and S. W. Ry. Co., and Coates v. L. and S. W. Ry Co., 41 L. T. 553. See further on the question of estoppel RE Romford Canal Co., 24 Ch. D. S5, and Palmer's Company Precedents, 3rd ed., 223.

55. The register of members, commencing from Inspection of the date of the registration of the Company, shall register. be kept at the registered office of the Company hereinafter mentioned (i). Except when closed as hereinafter mentioned (ii), it shall, during business hours, but subject to such reasonable restrictions as the Company in general meeting may impose, so that not less than two hours in each day be appointed for inspection, be open to the inspection of any member gratis, and to the inspection of any other person on the payment of one rupee, or such less sum as the Company may prescribe, for each inspection.

Every such member or other person may require a copy of such register, or of any part thereof, or of such list of summary of members as is hereinbefore mentioned, on payment of two annas for every hundred words required to be copied.

If such inspection or copy is refused, the Company shall incur for each refusal a penalty not exceeding fifty rupees, and a further penalty not exceeding twenty rupees for every day during which such refusal continues.

Every director and manager of the Company who knowingly authorizes or permits such refusal shall incur the like penalty.

In addition to the above penalty any Judge of a High Court may by order compel an immediate inspection of the register.

Sec. 32 of the English Companies' Act (25 and 26 Vic., c. 89), 1862, mutatis mutandis, and sec. 31 of the Indian Companies' Act X. of 1866, verbatim.

(i) Sec. 63 post.

(ii) Sec. 56 post.

Cf. sec. 21 of Act XIX. of 1857.

Power to

56. Any Company under this Act may, upon close register giving notice by advertisement in some newspaper circulating in the district in which the registered office of the Company is situate and in the local official Gazette, close the register of members for any time or times not exceeding in the whole thirty days in each year.

Notice of

increase of

capital and

of members to be given to Registrar.

Sec. 33 of the English Companies' Act (25 and 26 Vie., e. 69), 1862, and sec. 32 of the Indian Companies' Act X. of 1866, adding the words "and in the local official Gazette.)

Cf. sec. 22 of Act XIX. of 1857.

In Mothoormohun Roy v. Bank of Bengal, I. L. R. 3 Calc. 392, it was decided that the Bank of Bengal was entitled to refuse to register a transfer of shares when the application was made during the time the transfer books of the bank were closed under the powers given by Sec. 21 of Act IX. of 1876 (Presidency Banks Act), and after a public notification in accordance therewith; and though the bank might not have given this reason for refusing to register at the time of the application being made, they were entitled to avail themselves of it subsequently, when a suit was brought to compel them to register the transfer.

57. Where a Company has a capital divided into shares, whether such shares may or may not have been converted into stock, notice of any increase in such capital beyond the registered capital, and where a Company has not a capitai divided into shares, notice of any increase in the number of members. beyond the registered number, shall be given to the Registrar, in the case of an increase of capital within fifteen days from the date of the passing of the resolution by which such increase has been authorized, and in the case of an increase of members, within fifteen days from the time at which such increase of members has been resolved on or has taken place; and the Registrar shall forthwith record the amount of such increase of capital or members.

If such notice is not given within the period aforesaid, the Company in default shall incur a penalty not exceeding one hundred rupees for every day during which such neglect to give notice continues; and every director and manager of the Company who knowingly and wilfully authorizes or permits such default shall incur the like penalty.

Sec. 34 of the English Compames' Act (25 and 26 Vic., c. 89), 1862, substituting "one hundred rupees" for "five ponds" in that section, ard sec. 35 of the Indian Companies' Act X. of 1856 verbatim.

Cf. sec. 42 of Act XIX. of 1857.

try or omis

58. If the name of any person is fraudulently Remedy for or without sufficient cause entered in, or omitted improper enfrom, the register of members kept by any Company sion of entry under this Act, or if default is made or unnecessary in register. delay takes place, in entering on the register the fact of any person having ceased to be a member of the Company, the person or member aggrieved, or any member of the Company, or the Company itself, may, by application to the principal Court of original civil jurisdiction in the district or place in which the registered office of the Company is situate, apply for an order of the Court that the register may be rectified; and the Court may either refuse such application, with or without costs to be paid by the applicant, or it may, if satisfied of the justice of the case, make an order for the rectification of the register, and may direct the Company to pay all the costs of such application, and any damages the party aggrieved may have sustained.

The Court may, in any proceeding under this section, decide any question relating to the title of any person who is a party to such proceeding to have his name entered in, or omitted from, the register, whether such question arises between two or more members or alleged members, or between any members or alleged members and the Company, and whether there has or has not been default on the part of the Company; and generally the Court may, in any such proceeding, decide any question that it may be necessary or expedient to decide for the rectification of the register: Provided that the Court may direct an issue to be tried in which any question of law may be raised; and an appeal in the manner directed by the Code of Civil Procedure shall liei).

Sec. 35 of the English Companies' Act (25 and 26 Vic., c. 89), 1862, mutatis mutandis, as to the Courts to which, and the mode by which (i. e. by motion, or in chambers, &c.) application is to be made, and sec. 34 of the Indian Companies' Act X. of 1866, inserting the words "fraudulently or."

(i) See also sec. 147 post.

Cf. sec. 23 of Act XIX. of 1857.

The words "fraudulently or" are new in the present Act; but it would seem that they are inserted to give legislative sanction to the judicial interpretations of the words "without sufficient cause," see per Kelly,