Your World of Legal Intelligence
 India | 1-800-335-6202

CP No. 10/111A/SRB/2005, CP No. 11/111A/SRB/2005 and CP No. 12/111A/SRB/2005. Case: S. Kanthimathy and Ors. Vs Woodlands Estates Ltd. and Ors.. Company Law Board

Judgment Cited in 1 Precedent Map Related
Vincent
Case NumberCP No. 10/111A/SRB/2005, CP No. 11/111A/SRB/2005 and CP No. 12/111A/SRB/2005
CounselFor Appellant: V. Rainakrishnan and G. Sivasankaran and For Respondents: T. Dulip Singh and T K Seshadri senior counsel (Jose John, T.K. Bhaskar and V. Janakiwith him)
JudgesK.K. Balu, Vice-Chairman
IssueCompanies Act. 1956 - Section 111; Hindu Succession Act - Section 14; Limitation Act, 1963 - Section 17; Indian Succession Act, 1925 - Section 75; Securities Contracts (Regulation) Act, 1956 - Section 22(A); Code of Civil Procedure, 1908
Citation(2008) 76 CC 293, 144 CompCas 830, 83 SCL 491, 82 CLA 293
Judgement DateAugust 20, 2007
CourtCompany Law Board

Order:

K.K. Balu, Vice-Chairman, (At Chennai )

  1. The first company petition (CP No. 10/2005) is filed under section 111A, read with section 111, of the Companies Act. 1956 ('the Act') (i) to rectify the register of members of Woodland Estates Ltd. ('TWEL') in respect of (a) 2,429 shares of TWEL, held by (late) S Sivaramakrishna Aiyer at the time of execution of his Will dated 17th September, 1986, by substituting the names of respondents 3, 4, 6 and 10 to 13 in the place of the second respondent; and (b) 9,081 shares of TWEL, acquired by (late) S Sivaramakrishna Aiyer subsequent to the execution of his Will dated 17th September, 1986, by substituting the names of petitioners and respondents 5 to 9; and (ii) to direct the second respondent to pay in favour of petitioners and respondents 5 to 9, dividends and other accretions, if any, received in relation to 9,081 shares of TWEL, acquired by (late) S Sivaramakrishna Aiyar, subsequent to execution of his Will dated 17th September, 1986.

  2. The second company petition (CP No; 11/2005) is filed under section 111A, read with section 111, of the Act (i) to rectifv the register of members of Peninsular Plantations Ltd. ('TPPL') in respect of 32,492 equity shares of (late) S Sivaramakrishna Aiyer, by substituting the names of petitioners and respondents 5 to 9 in the place of the second respondent, to the extent of 3,610 equity shares each and remaining two equity shares to any of the petitioners; and (ii) to direct the second respondent to pay in favour of petitioners and respondents 5 to 9, dividends and other accretions, if any, received in relation to 32,492 equity shares of (late) S Sivaramakrishna Aiyer.

  3. The third company petition (CP No. 12/2005) is filed under section 111A, read with section 111, of the Act - (i) to rectify the register of members of Travancore Rubber and Tea Co. Ltd. ('TRTCL') (a) by deleting the names of respondents 3 to 6 in relation to 65,378 equity shares of (late) 3 Sivaramakrishna Aiyer, transmitted in favour of the respondents 3, 4 and 6 and further transferred by the fourth respondent to the fifth respondent; and (b) by substituting the names of petitioners and respondents 5 to 9 to the extent of 7,264 equity shares and the remaining 2 equity shares to any of the petitioners; and (ii) to direct the respondents 3 to 6 to pay in favour of petitioners and respondents 7 to 9, dividends and other accretions, if any, received in relation to 65,378 equity shares of (late) S Sivaramakrishna Aiyer.

  4. The disputes involved in these company petitions are in relation to the shares bequeathed by (late) S Sivaramakrishna Aiyer in TWEL, TPPL and TRTCL ('the companies') in favour of his legal heirs, in terms of his Will dated 17th September, 1986. The parties, being legal heirs of (late) S Sivaramakrishna Aiyer, are common, the issues involved and reliefs claimed in these company petitions are similar. In view of this, these company petitions were heard together and are being disposed of by this common order.

  5. Shri V Ramakrishnan, learned counsel, appearing for the petitioners, while initiating his arguments, submitted as under:

    (Late) S Sivaramakrishna Aiyer and his wife (late) S Parvathavardhani Animal are survived by the petitioners 1 to 4 and fifth respondent, being the daughters and respondents 2 to 4, the sons. The respondents 6 to 9 are the daughters-in-law and respondents 10-13 are the son and daughters of the eldest son (late) Veerasubramonia Sarma, (Late) S Sivaramakrishna Aiyer and his deceased wife had executed two separate Wills on 17th September, 1986, which were duly registered on 19th September, 1986. At the time of execution of the Wills, while (late) S Sivaramakrishna Aiyer held 2,429 shares in TWEL, comprising of 1,819 equity shares, 500 preference shares and 110 redeemable preference shares, his wife held 9,081 shares comprising of 5,221 equity shares and 2,950 preference shares and 910 redeemable preference shares. (Late) S Parvathavardhani Ammal bequeathed under clause 14 other Will all her shares in TWEL in favour of her husband. Upon the demise of S Parvathavardhani Ammal in February 1998, all her 9,081 shares of TWEL devolved on her husband in accordance with the provisions of her Will. S Sivaramakrishna Aiyer passed away in September 2000, when he held 11,510 shares (7,040 equity, 3,450 preference and 1,020 redeemable preference shares) in TWEL, the break up of which consists of (i) 2,429 shares held by (late) S Sivaramakrishna Aiyer as on the date of execution of his Will, namely, 17th September, 1986; and (ii) 9,081 shares held by (late) S Parvathavardhani Ammal and acquired by (late) S Sivaramakrishna Aiyer in terms of her Will, aggregating 11,510 shares.

    At the time of execution of the Wills, while (late) S Sivaramakrishna Aiyer held 6,896 equity shares, his wife held 32,492 equity shares in TPPL, (Late) S Parvathavardhani Ammal bequeathed under clause 14 of her Will all her shares in TPPL in favour of her husband and upon the demise of S Parvathavardhani Ammal in February 1998, all her 32,492 equity shares of TPPL devolved on her husband in accordance with her Will. S Sivaramakrishna Aiyer passed away in September 2000, when he held 39,388 equity shares in TPPL, constituted by 6,896 equity shares held by (late) S Sivaramakrishna Aiyer as on the date of execution of his Will, namely, 17th September, 1986 and 32,492 equity shares held by (late) S Parvathavardhani Ammal and acquired by (late) S Sivaramakrishna Aiyer, in terms of her Will, aggregating 39,388 equity shares.

    At the time of execution of the Wills, while (late) S Sivaramakrishna Aiyer held 5,524 equity shares, his wife held 28,619 equity shares in TRTCL. (Late) S Parvathavardhani Ammal bequeathed under clause 14 other will all her shares in TRTCL in favour of her husband and upon the demise of S Parvathavardhani Ammal in February 1998, all her 28,619 equity shares of TRTCL devolved on her husband in accordance with her Will. S Sivaramakrishna Aiyer passed away in September 2000, when he held 70,902 equity shares in TRTCL, the break up of which is, thus: (i) 5,524 equity shares held by S Sivaramakrishna Aiyer as on the date of execution of his Will, namely, 17th September, 1986; (ii) 36,759 equity shares purchased by (late) S Sivaramakrishna Aiyer from the fourth respondent; and (iii) 28,619 equity shares held by (late) S Parvathavardhani Ammal and acquired by (late) S Sivaramakrishna Aiyer, in terms of her Will, which accounted for 70,902 equity shares.

    (Late) S Sivaramakrishna Aiyer made specific provisions in his Will relating to shares of the companies. At page No. 4 of his Will [paragraph B(ii)] he listed out the shares held by him in various companies including the companies herein. In the immediately following clause 10 of his Will he stated "I bequeath my shares in Travancore Rubber and Tea Co. Ltd., Harrisons Malayalam Ltd., Vaikundam Rubber Co. Ltd. and Woodland Estates Ltd., equally to my three sons S Veerasubramonia Sarma, S Lakshmana Sarma and S Krishna Sarma" (respondents 3 and 4). By virtue of clause 11 he bequeathed shares held by him in TPPL to his other son S Ramakrishna Sarma (second respondent) and under clause 12 he bequeathed shares held by him in other companies, namely, Kanthimathy Plantations (P.) Ltd. and Vardhani Plantations (P.) Ltd., to his wife and daughters.

    The bequest under clauses 10 and 11 of the Will, as borne out by the intention of the testator, in terms of the language used therein, related to the shares of TWEL, TPPL. TRTCL and other two companies held by (late) S Sivaramakrishna Aiyer at the time of execution of the Will and that the bequest does not extend to the shares of the companies acquired by (late) S Sivaramakrishna Aiyer subsequent to the execution of the Will. Accordingly, (i) the three sons named in clause 10, namely, (late) S Veerasubramonia Sarma and respondents 3 and 4 alone were entitled to one-third share each only in 2,429 shares of TWEL; (ii) the second respondent named in clause 11 was entitled to 6,896 equity shares only of TPPL held by (late) S Sivaramakrishna Aiyer at the time of execution of the will; and (iii) the three sons named in clause 10, namely, (late) S Veerasubramonia Sarma and respondents 3 and 4 were entitled to one-third shares each only in 5,524 equity shares of TRTCL held by (late) S Sivaramakrishna Aiyer at the time of execution of the will. Shri Ramakrishnan, learned counsel, pointed out that the shares acquired by (late) S Sivaramakrishna Aiyer in the companies, subsequent to execution of his will fell within clause 26 of the Will which reads, thus: "my five daughters and daughters-in-law shall also take equally any items of properties which have been left out in this Will and also the properties I may hereafter acquire" and accordingly, each of the daughters and daughters-in-law was entitled to one-ninth share each in 9,081 shares of TWEL, 32,492 equity shares of TPPL and 28,619 equity shares of TRTCL acquired by (late) S Sivaramakrishna Aiyer either by purchase or through inheritance subsequent to the execution of his will. Nevertheless, the second respondent, the executor of the Will and chairman and director of TWEL and TPPL had completely taken away the entire shares of (late) S Sivaramakrishna Aiyer in the companies solely to himself, without transmitting 2,429 shares of TWEL equally to the three sons, namely, (late) S Veerasubramonia Sarma and respondents 3 and 4 and the balance 9,081 shares to the daughters and daughters-in-law of (late) S Sivaramakrishna Aiyer and similarly took away the entire shares of (late) S Sivaramakrishna Aiyer to himself without transmitting 32,492 equity shares of TPPL to the daughters and daughters-in-law of (late) S Sivaramakrishna Aiyer. At the Board meeting of TRTCL held on 29th March, 2003, 65,378 equity shares of TRTCL were equally transmitted to the three sons, namely, (late) S Veerasubramonia...

To continue reading

Request your trial
1 practice notes
1 cases

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT