SRI GOPAL JALAN & COMPANY versus CALCUTTA STOCK EXCHANGE ASSOCIATION LTD.

Citation: [1964] 3 S.C.R. 698 · Decided: 09-05-1963 · Supreme Court of India · Bench: A.K. SARKAR · Disposal: Dismissed
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Judgment (excerpt)

1963 
l'aljibfo Muljibhai 
Sofleji 
v. 
Slllt1 o/JJomff.v 
MadhoJka1 J. 
1969 
M•J 9. 
69s·· SUPREME COURT REPORTS [1964) VOL; 
of1950 disappeared. Moreover, siuce s. 41 of the 
Central Act provided thl\t a Corporation shall be 
deemed to be a local authority within the meaning 
Motor Vehicles Act, 1939, and not within the mean' 
ing of any other . law, the provisions of s. 29 of the 
Bombay Act could in ·no circumstan·ces be said to 
survive. In view of all this the learned Attorney· 
General did not press his argument on the point 
further. 
In our view the 
acquisition impugned in 
this case having been made for the benefit of a 
Corporation, though for a public purpose, is bad 
because no part of the compensation is to come out 
of public revenues and the provisions of Part VII of 
the Land Acquisition Act have not been complied 
with. We, therefore, allow the appeals and decree 
the suits of the appellants with costs in all the courts. 
Appeals allowed. 
SRI GOPAL JALAN & COMPANY 
"· 
CALCUTT A STOCK EXCHANGE 
ASSOCIATION LTD. 
(A. K. SARKAR, M. HIDAYATULLAH and 
J. C. SHAH JJ.) 
Oompany-.Allotmenl of iliaru-Forfeiture of ahar......-
Forftiletl. •haru reiaauetl.-lf jilinv of relurn compul1ory-Tli.• 
Oompaniu .Act, 19ti6 (I of 1966), •· 75. 
~, 
:, 
The respondent-company did not file any return of the 
re-issued forfeited 1hares under•• 75 (I) of the Act arid there-. 
fore the appellant·shareholdar moved the High Court for an: 
order requiring it to do 10. 
• 
f, 
· · , Held that the wo.rd1 "allotment of shares" have been iiled 
ili·.;'15:to lndi~te ch• lll"Catloa of 11uifc. by appropriation out 
3 S.C.R. 
SUPREME COURT REPORTS 
699 
of the unappropriated share capital to a particular person. 
When a share is jforteited and re-issued it is not allotment in 
the sense of appropriation of share out of the authorised and 
unappropriated capital so as to bring the !hares into existence. 
A re-issue of a forfeited share is not an allotment of share with-
in the meaning of s. 75 ( 1) but a sale and that being so, no 
question of filing any return in 1espect ol such re-issue arise•. 
11' rt Florene. Land and P·ublic Works Company, (1885) 
L. R. 29 Ch. D. 421; Mosely v. Knffyfontain Min<& Limitti., 
(1911) I L. R. C;1. 73; Th. Calcutta cltock Exchang« A"ooiation 
Lid. v. 8, N. Nundy & Go., (1950) 1 I. L. R. Cal. 235; Na•<&h 
Chandra Sanyal v. Ramani Kant<1 Ray, (1945)2 I.L.R. Cal. 105; 
Morris•n v. Trust.ea tic. Insuranct Corporation, (1899) 68 L.J. 
Ch. 11, discussed. 
In rt V. G. M. HoUJings, Limited (1942) I Ch. D. 235, 
disapproved. 
Htld further that sub-s. (5) of s. 75 has been enacted as 
""' abunda11ti cautela, that is to say, to prevent any argument 
being raised that a return has to be filed of the re-issued shares 
forfited for non-payment of cal11. 
C!VIL APPELLATE JURISDICTION: Civil Appeal 
No. 512 of 1961. 
Appeal by special leave from the judgment and 
order dated August LS, 1959, of the Calcutta High 
Court in Appeal from Original Order No. 106 
of 1957. 
S. K. Kapur, S. Murtki, P. M. Kukhi and 
K. K. Jain, for the appellant. 
H. N. Sanyal, Solicitor-General of India and 
B. P. MaheBhwari, for the respondent. 
1963. May 9. The Judgment of the Court was 
delivered by 
. ~ABKAR J.-!he question in this appeal is, 
what 11 the meamng to be ascribed to the word 
~~allotment" occurring in.s. 75 (1) of the Companies 
/96J 
Sri Gopal Jain . 
& c.,.pany 
v. 
Calcutta Stack 
Ex,htJn6e AsJociati,M.r, 
J,l(.. 
. 
Sar/llJIJ 
196J 
Sri <'.pal Jala• 
& Cimjla1' 
v. 
Ca/tu/l'J Sto..·• 
E1t:Mn11 Associ!Jli011 
1.14. 
700 SUPREME COURT REPORTS [1964] VOL. 
Act, 1956? That section requires a compny to file a 
return of the allotment of its shares with the Registrar 
within a month of the making of the allotment. The 
appellant who has been accepted as a shareholder in 
the respondent Company for the purposes of the pre-
sent proceedings, complained that the Company had 
not filed the return required by that section. and 
therefore, moved the High Court at Calcutta under 
s. 614 of the Act for an order requiring it to do so. 
The shares with which this case is concerned 
had been forfeited by the Company under its arti-
cles. A reference to some of these articles is 
necessary before we proceed further. Article 21 of the 
Articles of Association of the Company authorised 
its Committee to expel or suspend a member in cer-
tain events. The present is not a case involving an 
exercise of power under this articte. Articles 22
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