Faizam was a shareholder in Sky Scrapers Limited. Faizam died after executing a will under which Rahim, a son of Faizam, was to inherit all his properties including the shares held by him. The Articles of Association of
CS Professional · Drafting, Pleadings and Appearances · PYQS · December 2024
Faizam was a shareholder in Sky Scrapers Limited. Faizam died after executing a will under which Rahim, a son of Faizam, was to inherit all his properties including the shares held by him. The Articles of Association of Sky Scrapers Limited vested, with the Board of Directors, absolute discretion in regard to registration of transfer of shares. The Board of Directors refused to register the transmission of the shares to Rahim on the ground that Rahim is an undesirable person. Is the refusal to register the transmission of shares, by the Board of Directors of the company, correct? Give reasons for your answer.
Answer & Explanation:
Section 56(2) of the Companies Act, 2013 provides that "Nothing in sub-section (1) shall prejudice the power of the company to register, on receipt of an intimation of transmission of any right to securities by operation of law from any person to whom such right has been transmitted. Also, Article 23(i) of Table-F of Schedule I of the Companies Act, 2013 provides that on the death of a member, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares. If Rahim has submitted the requisite documents for transmission of shares, then by operation of law, he is entitled to the transmission of shares in his name and accordingly, the refusal to register transmission of shares by the Board, on the grounds of him being undesirable in the judgement of the Board is not correct.
Topics: Company Law / Securities Law
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