The very fact that the only person whose rights could be affected because of the will have accepted the same as genuine and consented to the transmission of the shares in favour of the petitioner, and there being no other third party rights involved, the respondent company was not legally justified in holding its Board meeting without there being any such material, that the will was not genuine and calling for probate or letters of administration when the same was not required to be obtained in respect of a will executed by a Mahanaden which after due proof could be admitted in evidence.There is another aspect of the matter. Enamul Haque died in June, 1984, and the will was alleged to have been executed on 5.1.1983 and kept with his lawyer. Though almost 15 years have gone by, yet there was no other claimant for the shares or any counter claim made by anyone else over the shares in question. Under the circumstances, there was no need for the respondent company to insist on filing succession certificate and or letters of administration/probate.
Company Law Board
Khurshid Alam vs P. Pagnon Company (P) Limited And ... on 4 September, 2001
Equivalent citations: 2002 108 CompCas 523 CLB
1. This is a petition filed by Mr. Khurshid Alam, the petitioner herein, on 9 August, 200, under Section 111 of the Companies Act, 1956 (hereinafter called as 'the Act') praying for rectification of register of member of P. Pagnon Company (P) Ltd. (hereinafter called as 'the respondent company'). The facts of the case, as stated in the petition, are that sometime of 1966, the promoter director, Mr. Pierre Pagnon, of the respondent company sold his shareholdings in the company to Enamul Haque and Nasir Ahmed and left for Italy. Both the groups held equal stake in the respondent company, i.e., 701 shares were held by each of the two groups. During the year ended on 31.3.1986, the paid up share capital of the respondent company was Rs. 1,40,200 divided into 1,402 equity shares of Rs. 100 each. Thereafter, the paid up share capital was alleged to have been increased to Rs. 2,90,200 divided into 2,902 equity shares of Rs. 100 each. The respondent company is now managed by the directors, viz Mrs. Munera Khatoon (wife of late Nasir Ahmed); Mr. Shahnawaz Akhtar (son o late Nasir Ahmed) and Mr. Seraj Ahmed (brother of late Nasir Ahmed). Nasir Ahmed died in 1994. Late Enamul Haque, a Mohammedan, who was the owner of 697 shares of the respondent company died on 23.6.1984 and left a will. By his late will and testament dated 5 January, 1983, late Enamul Haque, inter alia, bequeathed the said 697 shares of the respondent company in favour of his second son, viz., Mr. Khurshid Alam, the petitioner herein. Late Haque died leaving behind his wife, Hasina Begum (since deceased), five sons (Mr. Masood Alam, Mr. Khurshad Alam, Mr. Jamshed Alam, Mr. Jahangir Alam and Mr. Mahmood Alam), and one daughters (Ms. Shagufta Yasmin) who was married to Mr. Iqbal Ahmed, and thereafter she became Mrs. Shagufta Iqbal. In the last will and testament dated 5.1.1983 of late Enamul Haque, it has been mentioned, inter alia, that:
".....I direct that after my death, my son Khurshid Alam shall get my entire share absolutely and for ever, which are 697 shares in numbers standing in my name in the said P. Pagnon Company (P) Ltd. which constitute about 49.71 per cent of the total subscribed and paid up capital in the books of the said P. Pagnon Co. (P) Ltd. and he shall have full power and authority to get my entire shares transferred in his name and to become a director of the said company and to enjoy all income, profits and benefits therefrom in my manner he likes and as the law permits.....".
By a letter dated 5.3.1986, the said five sons of late Enamul Haque approached the Board of directors of the company for transmission of the 697 shares standing in the name of the late Enamul Haque to Mr. Khursid Alam, the petitioner herein, by operation of law. In the said letter, the legal heirs being four brothers of the petitioner gave their consent for the transfer/transmission of the right to 697 shares in favour of the petitioner. The legal heirs Enamul Haque lodged the share certificates, i.e., three different share scrips being Nos. 3, 10, 17 against the said 697 shares, with the respondent company. The respondent company after receipt of the said letter dated 5.3.1986, had acknowledged the same on 12.3.1986, but did not take any step for transmission of the right to the said shares in favour of the petitioner, nor did the company intimate the petitioner or the legal heirs of late Enamul Haque as to why the right and interest attached to the said shares were not being transmitted in the name of the petitioner. Under such circumstances, on the advice of friends and relatives, and according to custom and usage amongst the muslim sect to which the petitioner, late Enamul Haque (petitioner's father) and Nasir Ahmed belong, the petitioner referred the matter to a religious society under Mohammedan Law known as the 'Iraqi Welfare Society' (hereinafter referred to as 'the society') registered under the West Bengal Societies Registration Act, 1961 (Act XXVI of 1961). Late Nasir Ahmed, the petitioner, and his father late Enamul Haque are/were the members of the society. The society acted as an arbitrator to settle the disputes between the petitioner and other members of the respondent company on and from 1988 to 1998. However, the arbitrator of the society finally came to a decision in 1998 that it was not possible to settle the disputes between the parties and, accordingly, it wrote a letter dated 6.10.1998 to the petitioner stating their inability to solve the problem and settle the disputes between the parties and advised the petitioner to take recourse to appropriate provisions of law for seeking redress from a competent legal forum. Along with the said letter, the General Seceretary of the society forwarded a copy of the recommendation of Haji Mohammed Mustafa, Chairman, Social Justice sub-Committee in the subject arbitration case. The petitioner instituted a civil suit being titled suit No. 34 of 1994 before the second court of the Civil Judge (Sr. Division) at Alipore, sometime in 1994, against Mr. Masood Alam (elder brother of the petitioner) and others for partition of metes and bounds in respect of the property and accounts of late Enamul Haque (father of the petitioner). In course of the said proceedings, the petitioner (the plaintiff of the said suit) had filed an application dated 26.11.1998, stating, inter alia, that:
(i) It has been discovered that the petitioner's father had executed his last will and testamount dated 5.1.1983 prior to his death with consent of all his heirs and deposited the same with his advocate, Mr. Mumtazuddin, who had since delivered the same to the petitioner's elder brother, the defendant No.1.
(ii) At the request of the defendant No. 1 the petitioner had inspected the same personally and found the same to have been duly executed by his father and attested by the parties, and the same appeared to have been geninue document and the defendant No. 1 made over a xerox copy to the petitioner at his request with undertaking to produce the original, if and when necessary.
(iii) The petitioner's father had 49.71 per cent share in the business of manufacture and sale of leather goods carried on under the name and style of P. Pagnon Co. (P) Ltd. with registered office at Colltolla Street and godown at 101/1, Tiljala Road, P.S.Tiljala, Dist. 24 Parganas as fully described in item No. 3 to Schedule A(111) of the plaint, and by the last will and testament, the petitioner's father bequeathed his said entire 49.71 per cent shares in the said company in favour of the petitioner absolutely and for ever in severally while distributing all other properties to his other children respectively. A xerox copy of the said will was failed as a part of the application.
(iv) In view of the request so made by the parties' father, Hazi Enamul Haque the parties have mutually agreed to abide by and accept the different allotments made by the parties' late father by and will and will and testamount in respect of his said properties in severalty.
(v) In the circumstances aforesaid, the suit became infructuous and the petitioner had no intent to proceed with the same any further.
A copy of the application had duly ben served upon the defendants. None of the defendants had filed any objection to the said application. After hearing both sides, the learned Civil Judge (Sr. Division), Second Court, Alipore, by an order No. 42 dated 26.11.1998 was pleased to pass the following order:
"That the plaintiff is permitted to withdraw the instant suit at his own risk and the suit is thus withdrawn but without any costs as it was not pressed by the other side."
In the said order, it has been recorded that the defendants had neither prayed for any costs nor even gave any objection to the said petition.
1.1 Thereafter, the petitioner approached the Registrar of Companies, West Bengal, and the Regional Director (Easter Region), Department of Company Affairs, Kolkata, through various correspondence since 1986, for redressal of his grievances. The said Departments had also taken up the matter with the respondent company and finally, the Regional Director, by his letter dated 6.12.1999, advised the petitioner that the respondent company had not accepted the will and testament of late Enamul Haque, as genuine and as a result, the said Directorate could not do anything to redress the petitioner's grievances for non-transmission of 697 equity shares of late Enamul Haque is the name of petitioner. The said directorate had also closed the matter. The petitioner then approached the Company Law Board ('CLB') for rectification of register of members of the respondent company to include his name in respect of the said block of shares now standing in the name of his father, late Enamul Haque.
2. The respondent Nos. 1, 2 and 3 filed an affidavit opposing the grant of the relief prayed for and the respondent No. 4 also filed separate affidavit adopting the same stand taken by the respondent Nos. 1, 2 and
3. The petitioner filed rejoinder to the said affidavits-in-opposition. The respondents while refuting all the allegations of the petitioner, have stated that the petitioner has deliberately suppressed material facts and has made misleading allegations in the petition. The petitioner and his four brothers had sent a letter dated 5.3.1986 to the respondent company along with an affidavit dated 27.3.1985, wherefrom it appears that the purported will of the petitioner's father alleged to have been executed on 5.1.1983 has been brought into existence subsequently. In the said affidavit dated 27.3.1985, the petitioner has stated that their father died intestate, and as such, five brothers including the petitioner were entitled to the share in the company, namely, 697 shares and his brothers had no objection to the shares being transmitted to the petitioner alone. In the said affidavit, the petitioner deliberately did not mention that their mother was alone inasmuch as the petitioner has also a sister. It is alleged that the petitioner and his brothers, sister and mother did not take any interest in the company, and as such, late Nasir Ahmed had to take effective steps in the interest and for the benefit of the company so that the company could survive. On receipt of the letter dated 5.3.1986 the matter was discussed in a Board meeting of the respondent company held on 7.7.1986 and the petitioner and his brothers were requested to produce the succession certificates as also the death certificates of their, father, Enamul Haque, to enable the company to take effective steps in the matter. The petitioner also suppressed material facts that at the time of allotment of further shares in 1986, the petitioner and his brothers were aware of such allotment, but they were not interested in the shares. From 1986, till sometime in 1992, the petitioner and his brothers did not take any information regarding the affairs of the company and they also did not produce the succession certificate and the death certificate and other documents to enable the company to take effective steps in the matter inasmuch as they did not attend any annual general meeting of the company. The purported will dated 5.1.1983 was allegedly accepted on 19.11.1985 by five brothers and the sister, but there was no such acceptance by the mother of the petitioner, who was then alive. In any event, from the letter addressed to the company on 5.3.1986 and from the affidavit affirmed on 27.3.1985, it would appear that the name of the sister was not even mentioned. Beside, the purported will was attested by the notary public on 25.11.1998. In a Board meeting held on 22.9.1999, it was resolved that the will seemed to be not genuine, and the company had reasons to believe that the same must have been brought into existence with an attempt to practice fraud on the company and on all concerned, and as such, it was decided that mere production of purported will was not enough but the complainant should be requested to produce proper documents for consideration of the company. Moreover, the petition is hopelessly barred by the law of limitation, particularly, when question of declaration and consequent transfer of shares of involved. The respondents have denied that Enamul Haque, a Mohammedan, by his last will and testament dated 5.1.1983, inter alia, bequeathed the said 697 shares of the company in favour of his second son, the petitioner. The respondents have also alleged that the death certificate of late Enamul Haque is not a geninue one, inasmuch the said Enamul Haque died at his residence at 31/7, Miazen Ostagur Lane, Kolkata 700 017 and his late rites were performed at the Iraqi Burial Ground in Kankurgachi, Kolkata, where as the death certificate shows that at the time of death the said Enamul Haque was at Hazi Muhammed Mohasin Road, Budge. The respondents' father stated that they are not the members of Iraqi Welfare Society and as such, the purported decision, if any, or the rules and regulations, if any, of the said society are not binding on the company and the shareholders of the company. Moreover, the said Iraqi Welfare Society was not competent to adjudicate upon the alleged disputes. The respondents have further alleged that the petitioner is not entitled to transmission of shares, particularly, when the alleged will being the source of his right, is prima facie not genuine and the same must have been brought into existence by the petitioner with ulterior motive. Accordingly, the respondents submitted that no case has been made out in the petition warranting interference of this Company Law Board in the matter and the petitioner is not entitled to any relief claiming therein particularly from the relief fro declaration prayed for by the petitioner and that the petition should be dismissed with costs.
3. The respondent No. 4 has filed a separate affidavit adopting the same stand taken by the respondent Nos 1 to 3. In the said affidavit, the respondent has cast doubt over the genuineness of the death certificate of late Enamul Haque for the reasons that said Enamul Haque died on 23.6.1984 at premises No. 31/C, Miajan, Ostagar Lane, Kolkata, in the morning and the respondent No. 4 and his elder brother Nazir Ahmed, since deceased, took part in the funeral procession and went to the Iraqi Burial ground at Kakurgachi, Kolkat, a private burial ground, where the body of Hazi Enamul Haque was buried, whereas, the death certificate indicated that he died at Hazi Mohammed Mohasin Road, Budge Budge.
4. The petitioner in his rejoinders denied all the allegations made by the respondents in their affidavits.
5. The matter was finally heard by this Bench on 24 May, 2001 when the petitioner was represented by Shri S.N. Mookherjee, Senior Counsel (assisted by Shri Sanjib Banerjee, Advocate and Shri Himadri Chakraborty, Advocate). The respondents were represented by Shri P.N. Chatterjee, Senior Counsel (assisted by Ms. Sukla Mookherjee, Advocate, Mr. K.J. Tiwari, Advocate, Shri Ranjit Jaiswal, Advocate). Learned counsel for both sides advanced their arguments. There was no representation from respondent Nos. 5 and 6 herein.
6. Shri P.N. Chatterjee, senior counsel, initiating his arguments on behalf of the respondents, submitted that the petition is barred by the law of limitation, particularly, when the question of declaration and consequent transfer of shares is involved. The purported will and testament dated 5.1.1983 of late Enamul Haque is not a genuine one as it was brought into existence subsequent to the notice dated 5.3.1986, and even the said notice did not disclose that the petitioner and his brothers had a sister and their mother was alive at that time. While the company is duty bound to act in accordance with law, but it is not duty bound to register the transmission of 697 shares in favour of the petitioner, particularly, when the petitioner did not approach the company with clean hands, and the purported will of late Enamual Haque relied on by the petitioner in connection with such transmission, was not prima facie genuine. Moreover, other legal heirs and representatives of late Enamul Haque have not been made parties to the instant proceedings. The Company Law Board cannot compel the company to register the transmission of 697 shares of late Enamul Haque in favour of the petitioner, particularly when the Department of Company Affairs, to whom the petitioner lodged compaints after being satisfied with the stand taken by the company, have not taken any action in the matter. Moreover, the petitioner has no title to the shares in question and, as such, in the facts and circumstances of the case, particularly, when there is serious allegation of fraud and that the proceedings under Section 111 of the Act being summary in nature, the disputed question of facts or complex issues are not to be decided, but should be relegated to be settled in a civil suit. The petitioner is neither entitled to any declaration of rightful owner of 697 shares standing in the name of late Enamul Haque, nor have the said block of shares transmitted in his favour as sought for in the petition. The petition suffers delays and laches on the part of the petitioner which remained unexplained.
7. Stoutly refuting all the allegations and contentions of the learned counsel for the respodents, Shri S.N. Mukherjee, learned counsel for the petitoiner, has submitted that none of the aforementioned judicial pronouncements as referred to by the respondents' counsel, are applicable or relevant to the facts and circumstances to the instant case. It is undisputed that 697 shares of the company, belong to late Enamul Haque as registered shareholder of the company and that he died on 23.6.1984 and consequent upon his death, the title of the said block of shares being part of the estate of the deceased passed on and devolved upon his heirs and legal representatives, as the shares of a deceased member cannot be suspended in vacuum, and that the heirs and legal representatives approached the company for transmission of right and interest of those shares in favour of the petitioner, being second son of late Enamul Haque, by operation of law. It transpired from record that the last his legal heirs and representatives on 19.11.1985 and the will was notarised before notary public on 25.11.1998 and that the affidavit affirmed by the heirs and legal representatives of late Enamul Haque, on 14.10.1999 declaring and confirming that the last will and testament left by their father was a genuine document and they all will and testament left by the their father was a genuine document and they all accepted the same. This being the legal position, no third party's rights are being affected by transmission of shares to the heirs of the deceased member by operation of law, and as such, the prayer of the respondents' counsel to relegate the parties to a civil suit in inappropriate and inapplicable. Learned counsel further argued that there is no time limit for approaching the company by the heirs and legal representatives of the deceased member. He further argued that no limitation in applicable in the instant case as the Company Law Board is not a 'court' within the meaning of the Limitation Act. It transpired from record that for the first time the Board of directors of the respondent company had decided in their meeting held on 22.9.1999 that the will was not genuine one and, as such, no transmission of shares need be effected. Before approaching the Company Law Board, the petitioner, being a Muslim sect, referred his case of non-transmission of shares to a religious society established under Mohammedan Law, Known as 'Iraqi Welfare Society', registered under the West Bengal Societies Registration Act, 1961, for settlement of his disputes, and also pursued his case with the Registrar of Companies, West Bengal, and the Regional Directorate at Kolkata for redressal of his grievances. Furthermore, when all the legatees, heirs and legal representatives of late Enamul Haque had accepted the will and testament of their father in pursuance of which the 697 shares of the company would be transmitted to the petitioner being the second son of late Enamul Haque, by operation of law, the inclusion of all the heirs and legal representatives of late Enamul Haque in the present proceedings, does not necesarily arise. A Mohammedan will does not require probate or letters of administration of admission in evidence. Learned counsel further urged this Bench to order for registration of 697 shares of the company in favour of the petitioner by the company and the register of member be rectified accordingly.
8. We have carefully considered the pleadings and the oral arguments of the parties. Late Enamul Haque was a shareholdeer holding 697 shares in the respondent company. He died on 23.6.1984 allegedly leaving a will dated 5.1.1983 by which he bequeathed the entire block of shares absolutely to his second son, Khurshid Alam (petitioner). Other heirs and legal representatives had accepted the said will and approached the company to register transmission of 697 shares in favour of Khurshid Alam. The company did not register the transmission of the said shares mainly alleging that the will was not genuine one and the Board of directors in their meeting held on 22.9.1999 decided to call for a probate or succession certificate. Having heard the learned counsel for the parties, we are of the view that the stand taken by the respondents cannot be legally sustained. After the death of the registered shareholder (Enamul Haque), the title to the said block of shares by operation of law passes to his heirs and legal representatives [see Worldwide Agencies (P) Ltd. v Ms. Margaret T. Desor (1990) 1 Comp LJ 208 (SC) : (1990) 67 Comp Cas 607 (SC)]. Acceptin the will dated 5.1.1983 as a genunie document, the other heirs and legal representative by means of the affidavit dated 14.10.1999 conveyed their consent for transmission of the right and interest of those share in favour of the petitioner. The very fact that the only person whose rights could be affected because of the will have accepted the same as genuine and consented to the transmission of the shares in favour of the petitioner, and there being no other third party rights involved, the respondent company was not legally justified in holding its Board meeting without there being any such material, that the will was not genuine and calling for probate or letters of administration when the same was not required to be obtained in respect of a will executed by a Mahanaden which after due proof could be admitted in evidence.
9. There is another aspect of the matter. Enamul Haque died in June, 1984, and the will was alleged to have been executed on 5.1.1983 and kept with his lawyer. Though almost 15 years have gone by, yet there was no other claimant for the shares or any counter claim made by anyone else over the shares in question. Under the circumstances, there was no need for the respondent company to insist on filing succession certificate and or letters of administration/probate. The Company Law Board had taken a similar view in the case of Kailash Narain Bhangadia v V.S.T. Industries Ltd. (1997) 2 Comp LJ 254 (CLB) : (1997) 25 CLA 86.
10. On a consideration of the matter, and in the facts of the instant case, we are of the opinion that the respondent company was not justified in refusing transmission of shares in favour of the petitioner by raising doubt about the genuineness of the will as well as the death certificate by raising doubt about the place of burial of Enamul Haque. The fact that he died is not in dispute. Therefore, one fails to comprehend in what way the discrepancy, if any, regarding the place of burial effects the transmission of shares or the genuineness of the will, especially, when the testator died after about 15 months from the date of execution of the said will. Further, what advantage will the petitioner or other legal heirs gain in the facts of the case by changing the actual place of burial. Similarly, we are of the opinion that in view of the explanation given, the genuineness of the will could not be doubted by the respondent company on the ground that the will surfaced after a long time, when none of the legal heirs who had been excluded therefrom in respect of the shares had raised any such doubt or challenged the same. Far from it, they had accepted the genuineness of the will and gave their consent to the transmission.
11. As regards the submissions of the learned counsel for the respondent company that the petition was barred by limitation, it has to be settled that the Company Law Board had taken the view in a number of cases that since it is not a court, the provisions of Limitation Act are not applicable to the proceeding under Section 111 of the Act. However, in a recent decision, a Division Bench of the Calcutta High Court in the case of Nupur Mitra v Basubani (P) Ltd. (1992) 2 Cal LJ 264, relying on the decision of Supreme Court in Canara Bank v Nuclear Power Corporation of India (1995) 2 Comp LJ 203 (SC) : (1995) Supp 3 SCC 81 held that in proceedings under Section 111 of the Act, the provisions of Limitation Act would apply. The judgment was taken in appeal wherein the Supreme Court, after observing, 'various contentions are raised on behalf of both the parties before us and, in particular, on behalf of the appellants as regards the limitation and delay. The respondents in their petition have made out a prima facie case for condonation of delay and, if necessary, the respondents may file such documents as permissible in law to get the delay condoned', directed the Company Law Board to hear the matter afresh. Thus, in view of the Supreme Court upholding the decision of the Calcutta High Court that provisions of Limitation Act are applicable to the proceedings under Section 111 of the Companies Act, the said decision is binding on Company Law Board. If so, then the application for condonation of delay can be considered under Section 5 of the Limitation Act. In regard to the application of the Section, the settled law as propounded by the Supreme court in a number of cases is that the term 'sufficient cause' in Section 5 must receive liberal construction so as to advance substantial justice, and generally delays in bringing the appeal are required to be condoned in the interest of justice where no gross negligence or deliberate inaction or lack of bona fide in imputable to the parties seeking condonation of delay (see G. Ramagauda v Land Acquisition Officer AIR 1988 SC 897). It may not be out of place of mention that in the case of Smt. Nupur Mitra's case, supra, the petition under Section 111 of the Act was filed nearly 50 years after the allotment of shares and the Company Law Board [had] dismissed the petition as time barred, [but] the order was set aside by the Division Bench of the Calcutta High court which decision was confirmed by the Supreme Court, and the matter was remanded back to Company Law Board for consideration afresh. Learned counsel for the respondent has, however, placed reliance on the decision of the Supreme Court in the case of P. Sarathy v State of Bank of India AIR 2000 SC 2023, and has contended that as the Iraqi Welfare Society or the Registrar of Companies and Regional Directorate cannot be treated to be court or tribunal having the trappings of a court, the provisions of the Section 14 of the Limitation Act will not be applicable, consequently, time consumed by the proceedings before Iraqi Welfare Society, Registrar of Companies or the regional Directorate could not be excluded. As regards the said submission, we are of the view that though the proceedings which have been taken by the petitioner before the said body or authority, could not strictly be construed as proceedings before any court, yet as the proceedings were being pursued bona fide, in the interest of justice, the petition should not be dismissed on the ground of delay of laches.
12. That apart, the petition has been filed under Section 111 of the Act and the prayer is for rectification of the register of members. A petition under Section 111 may lie under Sub-section (2) or Sub-section (4). Whereas Sub-section (2) delays with an appeal or a refusal by the Board of directors, Sub-section (4) deals with an application for rectification of the register of members. In the latter case, there is no limitation of time, and there is no precondition of a refusal by the Board of directors. Though the petition is stated to be under Section 111, the prayer makes it clear that it is an application for rectification of the register of members.
13. As regards the contention of learned counsel for the respondents that the issues involved in the instant case are complicated ones, and the same should be relegated to a suit, we feel that whether to deal with the issues under Section 111 of the Act or relegate the parties to a suit, depends purely upon the facts the issues involved in a proceeding, and there can be no rigid yardstick to decide the same in one way or the other. In fact, as held by the apex court in the case of Ammonia Supplies Corporation (P) Ltd. v Modern Plastic Containers (P) Ltd. (1998) 4 Comp LJ 211 (SC): AIR 1998 SC 3153 - it was for the court dealing with the matter to be prima facie satisfied whether really, it was a complicated question or made to look as one. It is also to be borne in mind that if any rigidity is to be followed the complicated issues should always be relegated to suit, the very objective of the legislature in conferring jurisdiction to the Company Law Board under Section 11 and providing such wide powers would be defeated making the same purposeless and nugatory. In most cases, under this section, one or more complicated issues always arise and the jurisdiction of the Board can be sought to be outsted by the conduct of the parties by setting up the plea of involvement of complex questions of law and/or facts. Therefore, considering the facts that the Company Law Board is the specified forum to exercise jursidction under Section 111, it would not be in order to find itself with any specific provisions. Whether an issue -- be it a fact or a point of law -- is complicated or not itself is a matter to be established. In this case -- we do not find the issue so complicated that they cannot be decided in a summary manner. No doubt, the conduct of the petitioner is a very relevant factor to be taken into account, but taking into account the materials on record, we have not considered the conduct of the petitioner to be such that we cannot use the discretionary powers to entertain this petition and adjudicate upon the issues involved therein. Accordingly, we are unable to agree with the prayer of learned counsel for the respondents to relegate the parties to a civil suit. Although the petitioenr had referred his case to the 'Iraqi Welfare Society' and also approached the Registrar of Companies, West Bengal and the Regional Disrectorate at Kolkata for redressal of his grievances; but none of the aid authorities could redress his grievance, that does not operate as a bar to the filing of a petition under Section 111 of the Act before the Company Law Board, for rectification of the register of members. In view of the above, we decide that the petitioner is maintainable.
14. As regard the title of the petitioner as a legal heir to the 697 shares of the respondent company standing in the name of registered shareholder and member of that company, it is an admitted fact that the legal heirs and representatives of late Enamul Haque have accepted the last will and testament of late Enamul Haque, and consented to the transmission of the right and interest of those shares in favour of the petitioner who happens to be the second son of late Enamul Haque by virtue of and pursuant to the last desire of late Enamul Haque as embodied in the will which does not require any probate or succession certificiate as per Mohammedan Law.
15. We are conviced on the basis of materials on record that the petitioenr is the heir and legal representative of late Enamul Haque, and has a valid title to those shares standing in his father's name, by operation of law.
16. We, therefore, order that the respondent company shall register transmission of 697 shares standing in the name of late Enamul Haque to the name of Khurshid Alam, (the petitioner herein) within 4 (four) weeks from the date of receipt of a copy of this order, and the register of members of a company rectified accordingly.
17. With the above directions, the petitioner as well as the pending application stand disposed of.
18. There will be no order as to costs.
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