Section 155 of the Companies Act is not a summary remedy that can be used to partition the shares of a deceased shareholder.

MOHAN J.

These appeals arise out of the common judgment of Ramaprasada Rao J., as he then was, rendered in Company Petitions Nos. 27 to 31 of 1976. A common question arose in all those petitions. The nature of relief was for rectifying the register of members of five incorporated companies, namely, Shardlow India Ltd., India Pistons Ltd., Tractors and Farm Equipment Ltd., Bimetal Bearings Ltd. and Reichhold Chemicals India Ltd. The rectification sought for was for the removal of the name of Associated Printers (Madras) Ltd. from the share register of each of the above companies. A further relief was prayed for to the effect that the petitioner before the learned single judge, the appellant before us, should be substituted as the holder of such shares in the place of the said Associated Printers (Madras) Ltd.

The third respondent in the appeals was the third respondent before the learned judge in all the company petitions. He is none other than the brother of the petitioner before the learned single judge and the appellant before us. Since it was agreed between the parties that the pleadings in C. P. No. 31 of 1976, if referred to, would be enough to focus the controversy which is identical in all the cases, the learned judge noted that excepting in the matter of variance of the number of shares and the value thereof, the point of law being one and the same, it would be sufficient to confine the consideration only to the pleadings in C. P. No. 31 of 1976.

The short facts are as follows :

Mr. Anantharamakrishnan, a leading industrialist, died on April 18, 1964, leaving his widow, two sons and two daughters. The third respondent is the eldest son. On the death of the said Anantharamakrishnan, his estate became liable to pay estate duty in the sum of over Rs. 150 lakhs. There were other liabilities also. Principally, the estate of Anantharamakrishnan consisted of agricultural lands in Tirunelveli District and shares in various companies including the five companies figuring as the first respondent before the learned single judge as well as before us. On December 15, 1964, a letter was addressed to the Assistant Controller of Estate Duty to the following effect by the sons and the daughters including the appellant herein.

"We are the other accountable persons to the estate of the late Sri S. Anantharamakrishnan. Sri. A. Sivasailam has rendered the estate duty account. We agree to abide by the accounts so rendered by him and any explanation furnished by him with regard to estate duty matters will be binding on us." *

The third respondent being the eldest son, as stated above, took over the administration of the estate of his deceased father. According to him, the administration was taken over pursuant to the oral consent given by all the other heirs including the petitioner. He had also secured a power of attorney from the co-heirs. The third respondent's case is that he entered upon the administration and management of the estate with the full knowledge and consent of the other heirs. He had to borrow moneys from time to time from third parties including the second respondent, Associated Printers (Madras) Pvt. Ltd. There was an understanding at the time of such borrowings between the third respondent and the second respondent that the loan would be repaid either in cash or by transfer of shares of the estate in some other companies to and in favour of the second respondent company.

In March, 1974, the third respondent transferred 10 shares of the deceased, Anantharamakrishnan, in the first respondent company in favour of the second respondent company. The value of the shares stood at Rs. 583. The details of the transfer are as follows :

Name of company No. of shares Value per share Price

Rs. Rs. ----------------------------------------------------------------------------------------------------------------------------------------------------

1. Shardlow India Ltd. 100 10 1, 010

2. Reichhold Chemicals India Ltd. 10 100 583

3. Trac