The legal representative of a deceased joint shareholder does not inherit any title to the jointly held shares, and therefore cannot be considered a contributory entitled to maintain a winding-up petition under Section 439(1)(c) of the Companies Act, 1956.

( 1 ) SRI Ram Govind Misra, claiming himself to be a contributory of the compay, known as allahabad Theatres Pvt. Ltd. , has filed this petition praying for the winding up of the company. The petitioner claims that the company has suspended its business and has become commercially insolvent. Neither has the company held its annual general meetings, nor has it filed its annual returns with the Registrar of Companies. Consequently, it is expedient and in the interest of justice that it should be wound up.

( 2 ) THE petition was admitted on September 30, 1983. The court directed that the notice should be issued to the company and other persons arrayed as respondents in the case. On January 9, 1984, one Shri Bhagwan Das Jaiswal, claiming to be a director of the company, filed a counter-affidavit questioning the right of the petitioner to file the winding up petition and asserting that the petition is mala fide and has been filed for ulterior reasons. He also controverted the other allegations made in the petition. Subsequently on November 10, 1984, an application (Paper No. A-12) was filed on behalf of the company wherein it was prayed that the order admitting the petition be revoked and that the petition be not advertised as the same is not maintainable and has been filed for ulterior reasons.

( 3 ) I have heard learned counsel for the parties on the question regarding the right of Sri Ram govind Misra to maintain the present petition.

( 4 ) BRIEFLY stated, the facts bearing on this controversy are that the authorised share capital of the company is Rs. 1,20,000 divided into 160 equal shares of Rs. 750 each. The issued share capital of the company is Rs. 45,000 divided into 60 equity shares of Rs. 750 each fully paid-up. Two of such fully paid-up equity shares were held jointly by Sri Mahadeo Prasad, father of the petitioner and Sri Purushottam Dat. Sri Mahadeo Prasad died and the petitioner claims that he, having succeeded to the right of his father, has become a contributory and is entitled to file the present petition for the winding up of the company. This claim made by the petitioner is resisted on behalf of the company and it is urged that the petitioner, whose name does not yet find place in the register of members of the company, cannot be considered to be a contributory entitled to maintain the winding-up petition.

( 5 ) THE principal question, therefore, that arises for consideration in this case is as to whether the petitioner has become a " contributory " within the meaning of Section 428 of the Indian companies Act (hereinafer referred to as the Companies Act ).

( 6 ) THE expression " contributory " has been defined in Section 428 of the Companies Act as under :

"the term contributory means every person liable to contribute to the assets of a company in the event of its being wound up, and includes the holder of any shares which are fully paid up. . . . . "

( 7 ) IT is the not the case of the petitioner that he is a person who is liable to contribute to the assets of a company. He claims that after the death of his father, Sri Mahadeo Prasad, who jointly held two fully paid-up shares of the company along with Sri Purushottam Dat, the interest of his father has devolved upon him and that he has become entitled to the shares held by his father. Inasmuch as he holds certain fully paid up shares of his father and he is a " contributory " within the meaning of the expression used in Section 428 of the Companies Act he is, as laid down in Section 439 (1) (c) of the Act, entitled to maintain the petition.

( 8 ) SECTION 28 (2) of the Companies Act lays down that, in the case of any company limited by shares which is registered after the commencement of this Act, and in so far the articles do not exclude or modify the Regulations contained in Table "a" of Schedule-1 of the Companies Act, those regulations shall, so far as, applicable be the regulations of the company in the same manner and to the same extent as i