I have considered the matter carefully. The Company has not produced a copy of its Articles to find out whether the board of the Company has powers to refuse transmission and if so, on what grounds. It is on record that the petitioner has furnished all the information sought for by the Company except a copy of the Probate. As rightly pointed out by the petitioner, in terms of Section 213(2) of the Indian Succession Act, there is no need to obtain a Probate in case of a Will made by an Indian Christian and obviously the deceased was an Indian Christian. The Company can not seek probate of a Will which is not legally necessary to obtain. In the present case, as per the legal heirship certificate issued by the Tahsildar, there are only two surviving legal heirs viz., the petitioner and his sister. The sister has given a no objection certificate for transmission of the impugned shares in favour of the petitioner. The Will executed by the deceased clearly indicates that on her demise all her movable and immovable properties would vest in the petitioner. A similar case was considered by this Board in Khurshid Alam v. P. Pagnon Co. Pvt. Ltd. (108 Comp.Cas 523). In that case, the deceased had left a Will bequeathing his shares to his son and on the basis of the Will his son applied for transmission of the shares in his favour along with no objection letters from other legal heirs of the deceased. The Company sought for a Probate or letter of administration. This Board directed the company to register the transmission without a probate, as all the legal heirs had given no objection. Similarly, in the present case also, since the sister of the petitioner is the only other legal heir of the deceased and she has given no objection in transmitting the shares in favour of the petitioner, the Company is not justified in asking for a copy of the Probate, which even otherwise is not necessary in terms of Section 213(2) of the Indian Succession Act.
(i) Certified copy of the death certificate of Mrs. P.V. Cherian
(ii) Certified copy of the Will of late Mrs. P.V. Cherian
(iii) Certified copy of the Legal Heirship Certificate issued by the Office of the Tahsildar, Egmore-Nungambakkam Taluk, Chennai, in favour of Mrs. Jini Dhanrajgir and Dr. Ashok Cherian.
(iv) No-objection letter from Mrs. Jini Dhanrajgir, one of the 2 legal heirs, for transmission of the concerned 10,304 shares solely in favour of other legal heir, Dr. Ashok Cherian, i.e. the petitioner herein.
(v) Original Share Certificates in respect of the concerned 10,304 shares.
This application was made on 26.11.2001. The company had sought for certain additional documents including a copy of the Probate. While the petitioner furnished all the documents sought for by the Company, he did not furnish the certified copy of the Probate on the ground that in terms of Section 213(2) of the Indian Succession Act, there is no need to obtain a Probate in case a Will made by Indian Christian. However, since the Company is insisting on furnishing of a copy of the Probate, the petitioner has filed this petition.
2. The petition was mention on 12.1.2005. Shri K Ramasami, Advocate, appearing for the petitioner, reiterated the submissions made in the petition and urged that the stand of the company that the petitioner should produce a copy of the Probate is against the provisions of Section 213 of the Indian Succession Act. He further submitted that all the documents including the no objection certificate from the sister of the petitioner have been supplied to the Company and as such the Company can not have any objection in transmitting the impugned shares in favour of the petitioner. Me also undertook to give an indemnity bond, if so directed.
3. Shri Manoj Banthia, Chartered Accountant, appearing for the Company submitted that a copy of the petition has been served on the Company only a day earlier, he would like to file a reply to the petition. Accordingly, he was directed to file a reply to the petition. At the request for the counsel for the petitioner that the matter may be decided on merits after filing of reply by the Company and his absence in today's hearing is excused. Shri Banthia appearing for the Company submitted that on the basis of the reply filed by the Company, the matter be decided.
4. In the reply filed by the Company, it is stated that it is unable to transmit the impugned shares in favour of the petitioner in the absence of Probate of the Will or letter of administration or succession certificate issued by competent court in favour of the petitioner, as the number of shares involved is very large. However, it has also submitted in the reply that the Company shall abide by any order passed by this Board.
5. I have considered the matter carefully. The Company has not produced a copy of its Articles to find out whether the board of the Company has powers to refuse transmission and if so, on what grounds. It is on record that the petitioner has furnished all the information sought for by the Company except a copy of the Probate. As rightly pointed out by the petitioner, in terms of Section 213(2) of the Indian Succession Act, there is no need to obtain a Probate in case of a Will made by an Indian Christian and obviously the deceased was an Indian Christian. The Company can not seek probate of a Will which is not legally necessary to obtain. In the present case, as per the legal heirship certificate issued by the Tahsildar, there are only two surviving legal heirs viz., the petitioner and his sister. The sister has given a no objection certificate for transmission of the impugned shares in favour of the petitioner. The Will executed by the deceased clearly indicates that on her demise all her movable and immovable properties would vest in the petitioner. A similar case was considered by this Board in Khurshid Alam v. P. Pagnon Co. Pvt. Ltd. (108 Comp.Cas 523). In that case, the deceased had left a Will bequeathing his shares to his son and on the basis of the Will his son applied for transmission of the shares in his favour along with no objection letters from other legal heirs of the deceased. The Company sought for a Probate or letter of administration. This Board directed the company to register the transmission without a probate, as all the legal heirs had given no objection. Similarly, in the present case also, since the sister of the petitioner is the only other legal heir of the deceased and she has given no objection in transmitting the shares in favour of the petitioner, the Company is not justified in asking for a copy of the Probate, which even otherwise is not necessary in terms of Section 213(2) of the Indian Succession Act.
6. In view of the foregoing, the Company is directed to register the transmission of the impugned shares in favour of the petitioner within a month from the date of this order. It will also pay to the petitioner all the dividend that have accrued on the impugned shares and also deliver bonus shares, if any, to the petitioner.
7. The petition is disposed of on the above terms.
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Company Law Board
Dr. Ashok Cherian, Represented ... vs Itc Limited on 29 April, 2005
Equivalent citations: 2005 128 CompCas 857 CLB
1. The facts of this case, filed under Section 111A of the Companies Act, 1956, are : one Mrs. Tara P.V. Cherian held 10,304 equity shares in M/s. ITC Limited. She expired on 07.11.2000. She survived by her son, the petitioner herein, and a daughter, viz., Mrs. Jini Dhanrajgir. She had left a Will bequeathing all her movable and immovable properties in favour of the petitioner. On the basis of this Will, the petitioner applied to the Company for transmission of 10,304 shares in his favour. Along with the application he had also enclosed the following :-(i) Certified copy of the death certificate of Mrs. P.V. Cherian
(ii) Certified copy of the Will of late Mrs. P.V. Cherian
(iii) Certified copy of the Legal Heirship Certificate issued by the Office of the Tahsildar, Egmore-Nungambakkam Taluk, Chennai, in favour of Mrs. Jini Dhanrajgir and Dr. Ashok Cherian.
(iv) No-objection letter from Mrs. Jini Dhanrajgir, one of the 2 legal heirs, for transmission of the concerned 10,304 shares solely in favour of other legal heir, Dr. Ashok Cherian, i.e. the petitioner herein.
(v) Original Share Certificates in respect of the concerned 10,304 shares.
This application was made on 26.11.2001. The company had sought for certain additional documents including a copy of the Probate. While the petitioner furnished all the documents sought for by the Company, he did not furnish the certified copy of the Probate on the ground that in terms of Section 213(2) of the Indian Succession Act, there is no need to obtain a Probate in case a Will made by Indian Christian. However, since the Company is insisting on furnishing of a copy of the Probate, the petitioner has filed this petition.
2. The petition was mention on 12.1.2005. Shri K Ramasami, Advocate, appearing for the petitioner, reiterated the submissions made in the petition and urged that the stand of the company that the petitioner should produce a copy of the Probate is against the provisions of Section 213 of the Indian Succession Act. He further submitted that all the documents including the no objection certificate from the sister of the petitioner have been supplied to the Company and as such the Company can not have any objection in transmitting the impugned shares in favour of the petitioner. Me also undertook to give an indemnity bond, if so directed.
3. Shri Manoj Banthia, Chartered Accountant, appearing for the Company submitted that a copy of the petition has been served on the Company only a day earlier, he would like to file a reply to the petition. Accordingly, he was directed to file a reply to the petition. At the request for the counsel for the petitioner that the matter may be decided on merits after filing of reply by the Company and his absence in today's hearing is excused. Shri Banthia appearing for the Company submitted that on the basis of the reply filed by the Company, the matter be decided.
4. In the reply filed by the Company, it is stated that it is unable to transmit the impugned shares in favour of the petitioner in the absence of Probate of the Will or letter of administration or succession certificate issued by competent court in favour of the petitioner, as the number of shares involved is very large. However, it has also submitted in the reply that the Company shall abide by any order passed by this Board.
5. I have considered the matter carefully. The Company has not produced a copy of its Articles to find out whether the board of the Company has powers to refuse transmission and if so, on what grounds. It is on record that the petitioner has furnished all the information sought for by the Company except a copy of the Probate. As rightly pointed out by the petitioner, in terms of Section 213(2) of the Indian Succession Act, there is no need to obtain a Probate in case of a Will made by an Indian Christian and obviously the deceased was an Indian Christian. The Company can not seek probate of a Will which is not legally necessary to obtain. In the present case, as per the legal heirship certificate issued by the Tahsildar, there are only two surviving legal heirs viz., the petitioner and his sister. The sister has given a no objection certificate for transmission of the impugned shares in favour of the petitioner. The Will executed by the deceased clearly indicates that on her demise all her movable and immovable properties would vest in the petitioner. A similar case was considered by this Board in Khurshid Alam v. P. Pagnon Co. Pvt. Ltd. (108 Comp.Cas 523). In that case, the deceased had left a Will bequeathing his shares to his son and on the basis of the Will his son applied for transmission of the shares in his favour along with no objection letters from other legal heirs of the deceased. The Company sought for a Probate or letter of administration. This Board directed the company to register the transmission without a probate, as all the legal heirs had given no objection. Similarly, in the present case also, since the sister of the petitioner is the only other legal heir of the deceased and she has given no objection in transmitting the shares in favour of the petitioner, the Company is not justified in asking for a copy of the Probate, which even otherwise is not necessary in terms of Section 213(2) of the Indian Succession Act.
6. In view of the foregoing, the Company is directed to register the transmission of the impugned shares in favour of the petitioner within a month from the date of this order. It will also pay to the petitioner all the dividend that have accrued on the impugned shares and also deliver bonus shares, if any, to the petitioner.
7. The petition is disposed of on the above terms.
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