The validity of the succession certificate as legal representation for share transfer and the directors' discretion to refuse transfer of shares.

Chandrasekhara Ayyar, J.

1. The plaintiff Thenappa Chettiar is the son of Lakshmanan Chettiar, who was for some time one of the directors of the Indian Overseas Bank, Ltd., the defendant. Lakshmanan Chettiar held 402 shares in the defendant Bank. He died on 1st December, 1940, leaving a registered will dated 28th November, 1940. This will is Ex. P-I and has been proved by its writer, P.W. 1. Under the will, it is provided that the plaintiff Thenappa should get the Bank shares transferred in his own name and manage all the family properties as guardian for the other male children till they attain majority; he was to collect the outstandings and pay the debts due and was also to sell, purchase or transfer all movable and immovable properties at Karaikudi as he considered proper.

2. On 30th December, 1940 the plaintiff applied to the Bank for transfer of the 402 shares in his name, relying on the will, a registration copy of which he enclosed.

3. This letter is Ex. P-2. The defendant Bank recorded the copy of the will in their books and returned it to the plaintiff. As the transfer of the shares was not effected, the plaintiff, who had by that time gone to Burma and the Federated Malay States, wrote Ex. P-5 on 12th April, 1941, to the Bank asking for the transfer and the return of the share certificates. This was followed up by a telegram on 22nd April, 1941, Ex. P-6. The Bank sent a reply, Ex. P-7, on 24th April, 1941, stating that the directors had postponed consideration of the transfer of the shares pending the plaintiffs return.

4. By their letter of the 12th of May, 1941 (Ex. P-10) the Bank intimated to the plaintiff, who was then at Klang, Federated Malay States, that the shares would be transferred in the joint names of himself and the minor sons of Lakshmanan Chettiar, but that, if the shares were to be transferred in the plaintiffs sole name, probate of the will was necessary. In the meantime, the plaintiff was asked to make arrangements for paying the further call of Rs. 30 per share due on 1st June, 1941. The plaintiff wrote Ex. P-11 stating that he was not able to take out probate then as he was otherwise engaged in Klang and that he would arrange to get the shares transferred as soon as he cams over to India, which he expected to be within six months time. Oa 3rd October, 1941, the plaintiffs agent M.S. Ganesa Aiyar wrote to the defendant Bank sending a sum of Rs. 12,060, being the call money in respect of certain new shares issued, and pointing out that the delay in transfer of the shares from the name of Lakshmanan Chettiar to the name of the plaintiff was entirely due to the Bank. The Bank wrote on the same date Ex. P-15 acknowledging the receipt of the amount Rs. 12,060 and stating that the question of transfer would be placed before the Board of Directors as it was a case wnere no succession certificate or probate had been produced. The plaintiffs agent wanted the scrips back for obtaining succession certificate and they were sent to him only on 10th November, 1941, as would be seen from Ex. P-19.

5. Succession certificate was obtained by the plaintiff on 19th December, 1941, from the District Munsiffs Court of Devakottah in I.A. No. 905 of 1941 in O.P. No. 20 of 1911 and the plaintiffs lawyer wrote to the defendant Bank Ex. P-22 on 19th January, 1942, sending the succession certificate and the share scrips and pointing out the enormous delay in effecting the transfer of the shares and asking that it should be perfected within 24 hours. The reply that the Bank wrote is Ex. P-23 dated 22nd January, 1942. They say that the matter was receiving their attention but they would like to know in the meanwhile what arrangements were being made for liquidating a debt of 14,969 and odd dollars which the plaintiffs father Lakshmanan Chettiar owed the Bank in their Kualalampur branch. Mr. T.L. Venkatarama Aiyar, the plaintiffs advocate, sent a reply on 26th January, 1942, Ex. P-24, pointing out that the question of trans