Judgment

SARKAR, J. : The question in this appeal is, what is the meaning to be ascribed to the word "allotment occurring in S. 75(1) of the Companies Act, 1956? That section requires a company to file a return of the allotment of its shares with the Registrar within a month of the making of the allotment. The appellant who has been accepted as a shareholder in the respondent Company for the purposes of the present proceedings complained that the Company had not filed the return required by that section, and, therefore, moved the High Court at Calcutta under S. 614 of the Act for an order requiring it to do so.

2. The shares with which this case is concerned had been forfeited by the Company under its articles. A reference to some of these articles is necessary before we proceed further. Articles 21 of the Articles of Association of the Company authorised its Committee to expel or suspend a member in certain events. The present is not a case involving an exercise of power under this article. Articles 22, 24 and 27 are in these terms :

Article 22 : "Any member who has been declared a defaulter by reason of his failure to fulfil any engagement between himself and any other member or members and who fails to fulfil such engagement within six months from the date upon which he has been so declared defaulter shall at the expiration of such period of six calendar months automatically cease to be a member."

Article 24 : "Upon any member ceasing to be a member under the provisions of Art. 22 hereof and upon any resolution being passed by the Committee expelling any member under the provisions of Art. 21 hereof or upon any member being adjudicated insolvent the share held by such member shall ipso facto be forfeited."

Article 27 : "Any share so forfeited shall be deemed to be the property of the Association, and the Committee shall sell, re-allot and otherwise dispose of the same in such manner to the best advantage for the satisfaction of all debts which may then be due and owing either to the Association or any of its members arising out of transactions or dealings in stocks and shares."

3. The appellant s contention is that the Company from time to time forfeited various shares under these articles and it appeared from its balance sheet that seventy of such forfeited shares had been re-issued at a nominal face value of Rs. 1,000/- but no return of such re-issue of the forfeited shares had been filed by the Company. The Company in its affidavit in answer to the petition admitted these facts. It was also said that these forfeited shares had been issued for much large sums but nothing turns on that in this case.

4. Now S. 75, so far as material for our purposes, is as follows :

S. 75. (1)Whenever a company having a share capital makes any allotment of its shares, the company shall, within one month thereafter:-

(a) file with the Registrar a return of the allotments, stating the number and nominal amount of the shares comprised in the allotment, the names, addresses and occupations of the allottees, and the amount, if any, paid or due and payable on each share;

X X XX

5. Nothing in this section shall apply to the issue and allotment by a company of shares which under the provisions of its articles were forfeited for non-payment of calls.

The appellant contends that a return should have been filed of the reissued forfeited shares under this section. The contention of the Company is that the re-issue of forfeited shares does not amount to allotment of shares and, therefore, it was not required to file any return in respect of such re-issued shares under the section. This contention was accepted by the learned Judge of the High Court before whom the appellant s petition was first moved and also by the learned Judges of the Division Bench of that Court on appeal from the decision of the learned trial Judge.

5. We agree with the learned Judges of the High court that a re-issue of a forfeited share is not an allotment of share within S. 75 (1). The Word