The Court held that an instrument of transfer of shares is an 'instrument' within the meaning of Section 2(14) of the Indian Stamp Act, 1899 and that it must be 'duly stamped' as required under Section 108 of the Companies Act, 1956. The Court further held that the cancellation of stamps on the instrument of transfer is mandatory under Section 12 of the Stamp Act.

( 1 ) THIS is an application tor rectification of the Share Register of the Company.

( 2 ) THE first objection of the company is that the transfer forms which have been used are not in accordance with the provisions of Article 48 of the Articles of Association relating to transfer or transmission of shares. Under Article 48 (b) a form has been set out. Upon comparing the form with the forms used by the petitioner I find there has been substantial, if not verbatim, compliance with the requirement. In any event, Article 48 (b) prescribes that, the transfer may also be recorded "in any usual or common form which the Board shall have approved". When the petitioner applied to have her name registered, it was open to the Board to approve of the forms used by the petitioner and her transferors. I do not see why approval could not be given to these forms. This contention of learned Advocate for the company therefore, does not appear to me to be reasonable.

( 3 ) THE next contention is that unless a person is a member of a Company, he cannot make an application under Section 155 of the Companies Act, 1956. His remedies are under Section 111 and he may prefer an appeal to the Central Government as provided by Sub-section 3 of that section. This argument is obviously untenable as Section 155 clearly provides that, if default is made, or unnecessary delay takes place, in entering on the register the fact of any person having become a member, the person aggrieved may apply to the court tor rectification of the register. In Sadashiv v. Gandhi Sewak Samaj Ltd. , MANU/mh/0072/1958, it is observed that Section 155 is the controlling section and gives the court an overriding power notwithstanding any previous order of the Central Government. It would be meaningless to give the court a general power to decide any question including any question relating to the title of a person as is given by Section 155 (3) and then indirectly cut off that power by giving the Central Government the same power to decide the same question in appeal first.

( 4 ) WITH respect I agree with these observations. To my mind, in view of the provisions of Sections 9 and 111 (1) of the Companies Act, Sub-section 3 of Section 111 merely puts a fetter on the powers of the directors and does not in any way abridge the powers of THe court.

( 5 ) MR. Roy appearing on behalf of the company has also urged that under Section 108 a company shall not register a transfer of shares unless, inter alia, a proper instrument of transfer "duly stamped" has been delivered to the company. In the present case there are instruments of transfer but they are not "duly stamped" inasmuch as the stamps which have been affixed have not been cancelled.

( 6 ) THE expression "duly stamped" has been defined in Section 2 (11) of the Indian Stamp Act. The definition is as follows :" 'duly stamped', as applied to an instrument, means that the instrument bears an adhesive or impressed stamp of not less than the propel amount and that such stamp has been affixed or used in accordance with the law for the time being in force in India except Part B States".

( 7 ) SECTION 12 of the Act runs thus :"12 (1) (a) Whoever affixes any adhesive stamp to any instrument chargeable with duty which has been executed by any person shall, when affixing such stamp, cancel the same so that it cannot be used again; (b) whoever executes any instrument on any paper bearing an adhesive stamp, shall at the time of execution, unless such stamp has been already cancelled in manner aforesaid, cancel the same so that if cannot be used again. (2) Any instrument bearing an adhesive stamp which has not been cancelled so that if cannot be used again, shall, so far as such stamp is concerned, be deemed to be unstamped. (3) The person required by Sub-section (1) to cancel an adhesive stamp may cancel it by writing on or across the stamp his name or initials or the name or initials of his firm with the true date of his