Jagdish Chandra, J.
(1) In the execution case No. 56/84, 2375 shares standing in the name of the judgment debtor P.S. Khambete in the Company M/s. Superior Air Products Ltd. were ordered to be attached vide order dated 29th March 1984. The order dated 10th August 1984 shows that the statement of the judgment debtor P.S. Khambere was recorded by the court wherein he stated that the shares of the said company had been lost by him a few years back. There was a letter on the records of this company that the shares mentioned in the records of this case were standing in the name of P.S. Khambete judgment debtor. Vide order dated 10th August 1984 Shri U.L. Watwani Advocate was appointed by the Court a Receiver to take charge of the shares attached from the Delhi Stock Exchange Limited. It was further directed that the Receiver would also take steps to get duplicate shares of M/s, Superior Air Products Ltd. standing in the name of P.S. Khambete who was present in court on that day and he was also directed to assist the Receiver in all respects in getting the duplicate shares issued from the said company in accordance with law.
(2) The C.C.P. was then moved by the decree-holder on 19th September 1984 wherein it was alleged that the Managing Director and the Secretary of the said company flatly refused to obey the order of the court and had rather shown disrespect to the Receiver when the Receiver visited the premises of the company on 18th August 1984 and 21st August 1984. The contempt application was resisted by M/s. Superior Air Products Ltd. New Delhi, by filing two counter affidavits-one of Avinash Chander, Managing Director of this Company and the other by Shri S. Ganguli, Secretary of this company.
(3) By means of the application being 1.A. No. 57/87 filed under order 47 rule I of the CPC M/s. Superior Air Products Ltd., New Delhi, has sought review of the order dated 10th August 1984 only to the extent as far as this company was directed by the court to issue duplicate shares and consequently for the dismissal of the contempt petition. This application for review has been resisted by the decree-holder.
(4) The position taken up by the company M/s. Superior Air Products Ltd. New Delhi, and also contended by Mr. Dhanda learned counsel for this company is that out of the attached 2375 shares of this company standing in the name of the judgment debtor P.S. Khambete, P.S. Khambete sold as many as 2300 shares to one A.K. Maheshwari resident of 57, Mahatma Gandhi Road, Calcutta-9. through M/s. Raja Ram Bhasin & Co., Share Brokers, 8/4, Deshbandhu Gupla Road. New Delhi, long time back prior to the year 1977. Shri Maheshwari lodged these shares with this company with 12 share transfer deeds duly executed by the judgment debtor P.S. khambete The company duly considered the matter and vide its resolution No. 5 dated 21st September 1977. resolved to reject the application of Shri Maheshwari and refused to transfer the shares from the name of P.S. Khambete to the name of Shri Maheshwari, the purchaser. Even the appeal filed by Shri Maheswari against the aforesaid decision of the company before the Company Law Board (being Appeal No. 10 of 1978) was heard and dismissed on 13th February 1981 by Shri S.M. Duggar, Member, Company Law Board. In pursuance to the request of Shri Maheshwari the company returned to him the transfer deeds along with share certificates which he had submitted to the company for the transfer of the shares in his name,
(5) Full price of the shares is stated to have been received by P.S. Khambete from Shri Maheshwari in respect of the above mentioned shares in the said company. When a transferor, makes a transfer, he makes an implied representation that the transfer shall be registered by the company in the name of the transferee in the place of the transferor. If the company refuses to register the transfer for no fault or default of the transferee, the transferor, by reason of the share continuing to stand in his name, shall, in cases where he has received consideration for the transfer, be treated as trustee for the transferee and bound to act in accordance with his directions and for his benefit in respect of the share, unless the transferred rescinds the contract and seeks to recover his money on a consideration which has failed.
(6) Under these circumstances, the legal ownership of the shares has continued to remain with the judgment debtor P.S. Khambete whereas the equitable title therein has vested in Shri Maheshwari who has paid the entire consideration and it follows that in the absence of any agreement to the contrary Shri Maheshwari is entitled to all the benefits attached to the shares (e.g. dividends, bonus shares) and liable for all the obligations falling due on the shares (e.g. calls) after the date of the contract to sale. The company, under these circumstances, is entitled to deal with the judgment debtor as in the records of the company it is he who is mentioned to be the owner of the shares and the sale thereof in favor of Shri Maheshwari has not been accorded any recognition by the company. In this view of the matter the judgment debtor P.S. Khambete is for all intents and purposes for the outside world only a defunct legal holder of these shares whereas the true beneficiary and the equitable owner is Shri Maheshwari. These facts were not known to the court when the impugned order dated 10th August 1984 was passed by the court appointing the Receiver to take charge of the said shares and to take steps to obtain duplicate shares from the said company, The duplicate shares were ordered to be obtained by the Receiver from the company palpably for the reason that P.S. Khambete judgment debtor had made a statement before the court that the said shares of M/s. Superior Air Products Ltd. standing in his name had been lost by him a few years back which was an incorrect statement. Thereafter, a statement of P.S. Khambete was recorded on 16th January 1986 by the court wherein P.S. Khambete admitted having sold shares of M/s. Superior Air Products Ltd. as far back as in 1975 or 1976, and it was nowhere stated by him that the aforesaid contract of sale which he entered into with Shri Maheshwari stood rescinded at any point of time after the making thereof. In view of the aforesaid factual and legal position which emerges in this case, even though the technically legal ownership of P.S. Khambete judgment debtor only could be attached and not the real and actual beneficial ownership of Shri Maheshwari, the Receiver appointed could not be directed to take any steps to obtain from the said company the duplicate shares of this company standing in the name of the judgment debtor P.S. Khambete as the same were not lost and P.S. Khambete had made a wrong statement regarding having lost the same while in fact the same had been sold by him prior to 1977 which sale was not registered by the company. So, there is a patent error apparent on the record of the case necessitating the review of the impugned order dated 10th August 1984 so far as it directs the Receiver to take steps to get duplicate shares of M/s. Superior Air Products Ltd. standing in the name of the judgment debtor P.S. Khambete.
(7) In view of the above discussion, the review application E.A. No. 57/87 is accepted and the impugned order dated 10th August 1984 is reviewed so as not to contain the direction to the Receiver to take steps to obtain duplicate shares from M/s. Superior Air Products Ltd. standing in the name of the judgment debtor P.S. Khambete. For the same reason, CC.P. also fails and is dismissed with costs. Counsel fee Rs. 500.00 . The order of review shall not affect the remaining 75 shares of the judgment debtor P.S. Khambete.
