1611R

Team Code: 1611R
15TH AMITY NATIONAL MOOT COURT COMPETITION 2016

BEFORE THE HONBLE SUPREME COURT OF EBONY
APPELLATE JURISDICTION (CIVIL)
UNDER ARTICLE 136 OF THE CONSTITUTION OF EBONY
SLP (CIVIL) NO. ___/ 2015; CIVIL APPEAL NO. ___/ 2015
IN THE MATTERS OF
SECTION 10F & 111 OF INDIAN COMPANIES ACT, 1956
SECTION 373 & 213 OF INDIAN SUCCESSION ACT, 1925
PRINCE DUMAS AND DRAGOS & ORS.
... APPELLANTS
V.
PRINCE WILD AND PRINCESS NORTH
... RESPONDENTS
[AGAINST THE IMPUGNED ORDER OF THE HONBLE COURT OF THELESALONICA]
BEFORE SUBMISSION TO HONBLE CHIEF JUSTICE AND HIS COMPANION JUSTICE

OF THE HONBLE SUPREME COURT OF EBONY
MEMORANDUM ON BEHALF OF THE RESPONDENTS
TABLE OF CONTENTS
TABLE OF CONTENTS ................................................................................................................. i

INDEX OF AUTHORITIES .......................................................................................................... iii
LIST OF ABBREVIATIONS.........................................................................................................vii
STATEMENT OF JURISDICTION .............................................................................................. viii
STATEMENT OF FACTS ............................................................................................................. ix
STATEMENT OF ISSUES ............................................................................................................. xi
SUMMARY OF ARGUMENTS .....................................................................................................xii
ARGUMENTS ADVANCED ........................................................................................................... 1
ISSUE I: THE HIGH COURT
OF THE
HAD RIGHTLY EXERCISED ITS JURISDICTION UNDER
COMPANIES ACT, 1956
WHILE HEARING AN APPEAL AGAINST
S. 111
S. 10F
OF THE
COMPANIES ACT,1956 .......................................................................................................... 1

A. THE REFUSAL BY THE COMPANY WAS NOT IN CONFORMITY WITH ITS AOA. ................ 1
B. COMPANYS REFUSAL TO TRANSMIT THE SHARES WAS MALA FIDE AND FRIVOLOUS...... 3
ISSUE II: HIGH COURT HAS THE POWER TO HEAR AND DECIDE VARIOUS ASPECTS AND
DISPUTES PENDING ADJUDICATION WHICH WERE IN NATURE OF CIVIL DISPUTES ............. 4
A. THE HIGH COURT ACTED WITHIN ITS POWERS CONFERRED U/S 10F OF THE ACT. ......... 4
B. THE HIGH COURT HAS ORIGINAL JURISDICTION TO ADJUDICATE ON PROBATE ............. 5
C. THE HIGH COURT HAS THE INHERENT POWERS U/S 151 OF THE CPC TO OVERRIDE THE
LIMITATION OF RES SUB-JUDICE .......................................................................................... 6
ISSUE III THE HIGH COURT
COULD HAVE INTERPRETED A
WILL
WHILE EXERCISING
JURISDICTION UNDER S. 10F OF THE COMPANIES ACT, 1956 .............................................. 7
A. INTERPRETATION OF THE WILL IS A VALID QUESTION OF LAW...................................... 7

B. IT WAS BEYOND THE SCOPE OF POWERS OF CLB .......................................................... 8
ISSUE 4: A JOINT SUCCESSION CERTIFICATE CAN BE RELIED UPON WHEREIN ONE OF THE
MEMBERS TO THE VERY SAME CERTIFICATE HAD EXPIRED ................................................. 9
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A. THE REFUSAL BY THE COMPANY WAS NOT IN CONFORMITY WITH ITS AOA ................. 9
B. COMPANYS REFUSAL TO TRANSMIT THE SHARES WAS MALA FIDE AND FRIVOLOUS.... 11
ISSUE V. PROBATE PROCEEDINGS BE TERMED AS LAPSED ON THE BASIS OF SETTLEMENT
DEED ENTERED INTO BETWEEN SOME OF THE PARTIES ..................................................... 12
A. OBTAINING THE PROBATE WAS NOT NECESSARY TO EXECUTE THE WILL AS PER S. 213
OF THE INDIAN SUCCESSION ACT, 1925. ........................................................................... 12
B. UNDISPUTED TITLE AS DERIVED FROM THE WILL INSTEAD OF THE PROBATE .............. 13
C. THAT A VALID SETTLEMENT DEED LAPSES THE PROBATE PROCEEDINGS ................... 14
PRAYER .................................................................................................................................... 16
-MEMORIAL ON BEHALF OF RESPONDENTSPage | ii
INDEX OF AUTHORITIES
I. TABLE OF CASES
A. Arumugam v. Pioneer Bakeries P. Ltd., (2007) 80 CLA 103 (CLB) ............................. 1, 10
Ammonia Supplies Corporation (Private) Limited v. Modern Plastic Containers Private
Limited, AIR 1994 Delhi 51 .................................................................................................. 9
Bachan Singh v. Dhian Das AIR 1974 SC 708 ......................................................................... 8
Bachan Singh v. Dhian Das, AIR 1974 SC 708. ....................................................................... 5
Basanti Devi vs Raviprakash Ramprasad Jaiswal, (2008) 1 SCC 267 .................................... 14
C. Lalrutlungi v. Thanpari, AIR 1992 Gau 100 ....................................................................... 11
C. Lalrutlungi v. Thanpari, AIR 1992 Gau 100. ........................................................................ 3
Chander Bhan v. Harnath Singh (1981) 20 DLT (SN) 32 ....................................................... 14
Charan Das v. Nathu Mal, AIR 1934 Lah 79 ...................................................................... 2, 11
Clarence Pais & Ors. etc. v. Union of India, AIR 2001 SC 1151 ............................................ 14
Dan Singh Bist v. Additional Collector, Bijnor AIR 1960 All 152 ........................................... 7
Daw Ohn Bwint v. Daw Saw May, AIR 1937 Rang 336. ................................................... 2, 11
Dharminder Singh v. Sh. Purshkar Raj Singh 2011 Del 31 ..................................................... 14
Dharminder Singh vs Sh. Purshkar Raj Singh 2011 Del 31 .................................................... 14
Ganapaya v. Krishanppa, 1926 Bom 26 ILR 491 .................................................................... 11
Gopal Lal Chandra v. Amulyakumar, AIR 1933 Cal 234 ....................................................... 14
Gujarat Machinery Manufacturers Ltd. v. Nile Ltd. (2001) 105 Com Cas 817 (CLB). ............ 1
Gujarat Machinery Manufacturers Ltd. v. Nile Ltd., (2001) 105 CompCases 817 (CLB). ..... 10
Hargobind v. Colllector, AIR 1937 All 377 ............................................................................ 14
Harinagar Sugar Mills v. Shyam Sunder AIR 1961 SC 1669.................................................. 12
Harinagar Sugar Mills v. Shyam Sunder AIR 1961 SC 1669.................................................... 4
Harnam Singh v. Bhagwan Singh (1992) 74 Com Cases 726 (Delhi)....................................... 5
Hewson v. Shelley 1914 2 Ch. 13 at p. 38 ............................................................................... 15
Hewson v. Shelley 1914 2 Ch. 13 at p. 38; .............................................................................. 15
Hindustan Mercantile Bank Ltd. v. D.N. Choudhary Cotton Mills Ltd., (2008) 83 CLA 401
(CLB). .................................................................................................................................. 12
Hindustan Mercantile Bank Ltd. v. D.N. Choudhary Cotton Mills Ltd.,(2008) 83 CLA 401
(CLB). .............................................................................................................................. 3, 12
-MEMORIAL ON BEHALF OF RESPONDENTSPage | iii
Hukum Chand v. Kamalanand (1906) ILR 33 Cal 927 ............................................................. 7

In Re: New Monkhushi Tea Co. & Ors. AIR 1967 Cal 196 ................................................ 2, 11
In the Goods of Mahendra, 5 CWN 377 .................................................................................... 6
Jagdish Chandra v. Chandra Shekhar Sharma, (1988) 2 CCC 985 (MP) ................................ 14
Jagdish Chandra v. Chandra Shekhar Sharma, (1988) 2 CCC 985 (MP). ............................... 13
Jai Mahal Hotels Pvt. Ltd v. Rajkumar Devraj and Ors, (2015) 4 CompLJ 353 (SC).1, 3, 10,
12
Jai Mahal Hotels Pvt. Ltd. v. Rajkumar Devraj and Ors, (2015) 128 CLA 375 (SC) ............. 15
Jai Mahal Pvt. Ltd v. Rajkumar Devraj and Ors, (2015) 4 CompLJ 353 (SC) .......................... 8
Jamsetji Nassarwanji v. Hirjibhai Naoroji (1912) I.L.R. 37 Bom 158 .................................... 14
Jer Rutton Kavasmaneck v. Gharda Chemicals, [2013] 114 CLA 123 (Bom) .......................... 8
K.P. Antony v. Thandiyode Plantations P. Ltd., (1996) 86 Com Cases 684 (Ker-FB) ............. 5
Kisan Gopal Madan Gopal Marwadi v. Chunnilal Hanamantram, AIR 1938 Nag 47 ............ 15
M.M. Anandaram v. Mysore Lachia Setty and Sons (P.) Ltd., (1985) 58 Com Cases 162
(Kar) ................................................................................................................................. 3, 12
Madhwapathi Venkatakrishna Rao v. Panditha Narasubhai and another, AIR 1954 AP 23 ... 15
Maharasthra Power Development Corpn Ltd v. Dabhal Power Co., (2003) 56 CLA 263 ........ 8
Manoharlal v. Seth Hiralal AIR 1962 SC 527. .......................................................................... 7
Master Silk Mills Private Limited v. D.H Mehta (1980) 50 Comp Cas 365 Guj .................... 12
Master Silk Mills Private Limited v. D.H Mehta (1980) 50 Comp Cas 365 Guj. ............... 3, 12
Meenakshi Mills v. CIT, AIR 1957 SC 49 ................................................................................ 5
Minoo H. Mody v. Hemant D. Vakil AIR 1994 Bom 39. ......................................................... 6
Mrs. Pushpa Vadera vs Thomas Cook (India) Ltd. (1996) 87 CompCas 921 CLB ................ 14
Mrs. Pushpa Vadera vs Thomas Cook (India) Ltd. 1996 87 CompCas 921 CLB ................... 14
Nafar Chandra Pal v. Shukur, (1918) 45 IA 183. ...................................................................... 5
Nagendrabala v. Kashipati, ILR 37 Cal 224. ............................................................................. 6
Nandit Investment Co. Pvt. Ltd. v. Prem Chand Jute Mills Ltd.,1981 Tax LR 2557 (Cal) 1, 10
Narendra Gopa Vidyarthi v. Rajat Vidyarthi, 2009 (4) AWC 3884 (SC) ................................. 8
Nobal Ram v. Smt. Gayatri Devi (1968) All LJ 69 ................................................................. 14
Nodachy v. Ramalakshman, AIR 1956 TC 127 ...................................................................... 14
Nupur Mitra v. Basubani P. Ltd., (1999) 35 CLA 97 (Cal). ...................................................... 5
Paramanandachary v. Veerappan, AIR 1928 Mad 213........................................................ 2, 11
Parlhasarathy Aiyar v. Subbaraya Gramany AIR 1924 Mad 07 at p. 70 ................................. 15
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Pitmo v. Shyam Singh, AIR 1978 Allahabad 301 ................................................................... 15

PPN Power Generating Co. Ltd. v. PPN (Mauritius) Co. 2005 (3) Arb.LR 354 (Madras) ....... 9
Raja Rama v. Fakuruddin Sahib 38 M LJ 210. ........................................................................ 14
Rajnikant Ratilal Shah v. Deccan Farms & Distilleries Ltd.(In liquidation), (1978) 48 Com
Cases 322 (Bom). ............................................................................................................. 3, 12
Ram Gopal v. Shamskhaton, (1893) 19 IA 228 (PC) ................................................................ 8
Ruppan Bibi v. Bhagelulal, ILR 36 All 423 ............................................................................ 11
Ruppan Bibi v. Bhagelulal, ILR 36 All 423 .............................................................................. 2
Ruprao v. Ramrao, AIR 1952 Nag 88...................................................................................... 14
S.M. Hajee Abdul Hye Sahib v. K.N.S. Hajee Shaik Abdul Kader Labbai Sahib Co. (P) ltd.,
(1997) 26 Corpt LA 304. ................................................................................................. 2, 11
S.M. Trivedi v. CIT, 128 ITR 265, 269 (M.P.). ......................................................................... 5
Sakuntala Dasi vs Kusum Kumari Sarkar, AIR 1971 Ori 103 ................................................ 15
Santosh Hazari v. Purushottam Tiwari, [2001] 251 ITR84 (SC) ............................................... 8
Siddhamurthy Jayarami Reddy v. Goda Jayarami Reddy AIR 2011 SC 1342. ................... 3, 11
Smith and Fawcett Ltd., Re [1942] 1 All ER 542.................................................................... 12
Smith and Fawcett Ltd., Re [1942] 1 All ER 542. ..................................................................... 3
Sri Raja Kakarlapudi Venkata Sudarsana Sundara Narasayyamma Garu (died) and Ors. v.
Andhra Bank Ltd., Vijayawada and Ors., AIR 1960 AP 273 .............................................. 14
Surendra Kaur And Ors. v. Singh Engineering Works (P.) Ltd, 1977 47 CompCas 638 All ... 9
Thenappa Chettiar v. Indian Overseas Bank Ltd., (1943) 13 Com Cases 202 .................... 2, 11
V. Ramesh Kumar v. Milka Industries P. Ltd., (2007) 80 CLA 195 (CLB) ....................... 1, 10
Vera D. Thackersey (Mrs.) v. Bai Manekbai, AIR 1977 Bom 419. .......................................... 6
Vinod Khanna v. Bakshi Sachdev AIR 1996 Del 32 (DB)........................................................ 7
Whitehead v. Taylor 1839 10 AEl 210 .................................................................................... 14
Whitehead v. Taylor 1839 10 AEl 210; Raja Rama v. Fakuruddin Sahib 38 M LJ 210. ........ 14
II.
STATUTES
1. Constitution of India, 1949

2. Hindu Succession Act, 1956
3. Indian Succession Act, 1925
4. The Companies Act, 1956
5. Code of Civil Procedure, 1908
6. The Limitation Act, 1963
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III.
DICTIONARIES
1. Blacks Law Lexicon, 8th Ed. (2004)
IV.
BOOKS
1. PARAS DIWAN, LAW OF INTESTATE & TESTAMENTARY SUCCESSION (4th ed. 2013)
2. 1 TAXMANNS, COMPANY LAW AND PRACTICE ( 17TH ed. 2012)
3. 1 A RAMAIYA, A RAMAIYAS GUIDE TO COMPANIES ACT 1582 (17th ed. 2012)
4. SEN AND SENGUPTA, INDIAN SUCCESSION ACT, 1925 (5th ed. 2007)
5. K M GHOSH & DR. K. R. CHANDRATES, COMPANY LAW
WITH
SECRETARIAL
PRACTICE 1933 (14th ed. 2014)

6. N.D BASU, LAW OF WILLS, (7th, 2006)
7. S.A. KADER, THE HINDU SUCCESSION ACT, 1956 (2d ed. 2014)
8. P YADGIR RAO, LAW OF INHERITANCE UNDER HINDU LAW (2011)
9. DR POONAM PRADHAN SAXENA, FAMILY LAW LECTURES: FAMILY LAW II (3d ed.
2011)
10. A.K BAGRIAL, COMPANY LAW (2010)
V.
LEGAL DATABASES
1. MANUPATRA
2. WEST LAW
3. SCC ONLINE
-MEMORIAL ON BEHALF OF RESPONDENTSPage | vi
LIST OF ABBREVIATIONS
AIR
All India Reporter
All
Allahabad High Court
Cal
Calcutta High Court
CLB
Company Law Board
CPC
Code of Civil Procedure
Del
Delhi High Court
HC
High Court
Ed.
Edition
Guj
Gujarat High Court
IPC
Indian Penal Code
IC
Indian Cases
Mad
Madras High Court
m.
Married
n.
Foot Note no.
Ori
Orissa High Court
p.
Page No.
P&H
Punjab and Haryana High Court
Pat
Patna High Court
PW
Prosecution Witness
Raj
Rajasthan High Court
r/w
Read with
SC
Supreme Court
SCC
Supreme Court Cases
SCJ
Supreme Court Journal
SCR
Supreme Court Reporter
S.
Section
v.
Versus
-MEMORIAL ON BEHALF OF RESPONDENTSPage | vii
STATEMENT OF JURISDICTION
The Honble Supreme Court has jurisdiction to hear the present matter under Art.136 of the
Indian Constitution which has been reproduced below:
136. Special leave to appeal by the Supreme Court
(1) Notwithstanding anything in this Chapter, the Supreme Court may, in its discretion, grant
special leave to appeal from any judgment, decree, determination, sentence or order in any
cause or matter passed or made by any court or tribunal in the territory of India
(2) Nothing in clause (1) shall apply to any judgment, determination, sentence or order
passed or made by any court or tribunal constituted by or under any law relating to the Armed
Forces.
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STATEMENT OF FACTS
FAMILY TREE:
Lord King Big
Bilzerian
m.
Queen
Khloe
Queen
Kourtney
Queen
Kim
Khloe
Khloe
Khloe
Dumas
Drago
Dumagoli
Drakshin
Wild
Bilzerian
Reference to the Family Tree above:

Symbol
Meaning
m.
Married
Ray
m.
Carlen
North
Bilzerian
Children
Son
Daughter
Timeline:
YEAR
EVENTS
1981
Royal Retreat Group Of Hotels Resorts and Palaces Pvt. Ltd. Came into
existence.
1983
King Ray was added into the Company as Joint Managing Director on Kims
insistence.
1986
Partition suit filed before the Original side of High Court of Thelesalonica.
1990
King Ray divorced Queen Carlen, who took their children along with her.
1997
Demise of Ray owing to the ill-health.

-MEMORIAL ON BEHALF OF RESPONDENTSPage | ix
YEAR
EVENTS
1998
Succession Suit was filed by Prince Wild Belzerian and Princess North
Bilzerian. Succession Case No. 413 of 1998 was filed seeking one-third share
along with Queen Kim.
2005
Rays Will dated 23.06.1996 was found that bequeathed everything to Queen
Kim.
2006
A letter was sent by Queen Kim to the Company on the basis of Rays Will
claiming his share. Probate Petition No. 72 of 2006 wasfiled by Kim in the
District Court on the basis of Rays Will.
North Belzerian, Wild Belzerian and Queen Kim entered into a Settlement
Deed before the District Court with regards to the share in property of King
Ray, wherein the property was divided equally among the three.
2009
Demise of Queen Kim. Probate Petition No. 3983 of 2010 was filed before the
District Court on the basis of Kims Will dated 10.05.2009 that bequeathed
everything to her grandchildren.
2010
Interim order was given by the High Court wherein both grandchildren and
step sons of Kim made her legal heirs. Review Petition was filed by North and
Wild Bilzerian for the same.
A Suit for Declaration and Permanent Injunction, praying for a declaration that
the alleged Will was filed by her step sons.
Company Law Board gave an order that it cannot hold summary jurisdiction
under Companys Act on the complicated questions of fact and law which
undisputedly arise before it where the title to the shares standing in the name of
late King Ray is under serious dispute.
2011
High Court gave a decision in favour of grandchildren. High Court ordered for
transfer of the assets and shares of late king Ray in their favor and further
directed that necessary rectifications be made in the Record of the Registrar of
Companies. High Court held that all the alleged disputes which were pending
adjudication appeared to be illusionary and that there appeared to be no fraud
or forgery thus a Petition under Section 111 was very much maintainable.
Aggrieved parties moved to Supreme Court under Special Leave Petition.
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STATEMENT OF ISSUES
ISSUE I
WHETHER THE HIGH COURT HAD RIGHTLY EXERCISED ITS JURISDICTION UNDER S.10F
WHILE HEARING AN APPEAL AGAINST S.111 OF COMPANIES ACT.
ISSUE II
WHETHER THE HIGH COURT
COULD HAVE HEARD AND DECIDED VARIOUS ASPECTS AND
DISPUTES PENDING ADJUDICATION IN THE COURTS BELOW WHICH WERE IN THE NATURE OF
CIVIL DISPUTES
ISSUE III
WHETHER THE THE HIGH COURT COULD HAVE INTERPRETED A WILL WHILE EXERCISING
JURISDICTION UNDER S. 10F OF THE ACT
ISSUE IV
WHETHER
JOINT SUCCESSION CERTIFICATE
CAN BE RELIED UPON WHEREIN ONE OF
THE MEMBERS TO THE VERY SAME CERTIFICATE HAD EXPIRED
ISSUE V
WHETHER
THE
PROBATE
PROCEEDINGS CAN BE TERMED AS LAPSED ON THE BASIS OF
THE SETTLEMENT DEED ENTERED INTO BETWEEN SOME OF THE PARTIES
-MEMORIAL ON BEHALF OF RESPONDENTSPage | xi
SUMMARY OF ARGUMENTS
ISSUE I
WHETHER THE HIGH COURT HAD RIGHTLY EXERCISED ITS JURISDICTION UNDER SECTION
10F OF THE COMPANIES ACT,1956 WHILE HEARING AN APPEAL AGAINST SECTION 111
OF
THE COMPANIES ACT, 1956
It is submitted that the High Court of Thelesalonica had rightly exercised its jurisdiction u/s
10F of the Companies Act, 1956 (hereinafter called The Act) because the maintainability of
the petition u/s 111 of the Act was a question of law arising out of the order of the Company
Law Board (hereinafter called the CLB). The petition was so maintainable because firstly
refusal to transfer shares was not in conformity with the Articles of the Company as it failed
to appreciate prima facie proof of representative title in the form of a Succession Certificate
and secondly was malafide.
ISSUE II
WHETHER THE HIGH COURT HAS THE POWER TO HEAR AND DECIDE VARIOUS ASPECTS AND
DISPUTES PENDING ADJUDICATION WHICH WERE IN NATURE OF CIVIL DISPUTES
It is submitted before this Honble Court that the High Court of Thelesalonica could have
heard and decided various pending suits of a civil nature because it acted well within its
jurisdiction u/s 10F of the Act. This was because firstly the pending civil disputes were all
matters of probate and incidental matters related to title which qualified as questions of law
arising out of the CLB order as required for an appeal to lie before the original side of the
High Court u/s 10F. Secondly, the High Court was also empowered by Section 151 of the
Code of Civil Procedure, 1908 (hereinafter called The CPC) to step in and secure the ends
of justice.
ISSUE III
WHETHER
THE
HIGH COURT
COULD HAVE INTERPRETED A
WILL
WHILE EXERCISING
JURISDICTION UNDER S. 10F OF THE COMPANIES ACT, 1956
It is submitted before this Honble Court that under S.10F of the Act, the High Court of
Thelesalonica was right in interpreting the Will because it is a valid question of law arising
from the CLB order as required u/s 10F and the CLB is not the apt forum for the adjudication
-MEMORIAL ON BEHALF OF RESPONDENTSPage | xii
of these matters which gave the High Court to invoke its Original Jurisdiction to decide on
the matter.
ISSUE IV
WHETHER THE JOINT SUCCESSION CERTIFICATE CAN BE RELIED UPON EVEN WHEN ONE OF
THE MEMBERS OF SUCH CERTIFICATE HAD EXPIRED
It is submitted before this Honble Court that the Joint Succession Certificate could be relied
upon as it was validly granted to the Respondents on account of the settlement deed which
gave them identical interests in the estate. Further, the Joint Succession validly granted under
Section 373(4) r/w Section 381 of Indian Succession Act is prima facie proof of
representative title of the holder whose validity unaffected by the death of one of the holders.
ISSUE V
WHETHER
THE
PROBATE
PROCEEDINGS CAN BE TERMED AS LAPSED ON THE BASES OF A
SETTLEMENT DEED ENTERED INTO BETWEEN SOME OF THE PARTIES

The Probate proceedings are lapsed on the basis of Settlement Deed because firstly, the
Probate is not necessary under the circumstances of the case. Secondly, Kim draws her title
on the property through Rays Will, allowing her to enter into a valid Settlement Deed. Thus,
she could have pressed on the Settlement Deed more than Probate Proceedings.
-MEMORIAL ON BEHALF OF RESPONDENTSPage | xiii
ARGUMENTS ADVANCED
ISSUE I: THE HIGH COURT HAD RIGHTLY EXERCISED ITS JURISDICTION UNDER S. 10F OF
THE COMPANIES ACT, 1956 WHILE HEARING AN APPEAL AGAINST S. 111 OF THE
COMPANIES ACT,1956
It is contended that the High Court had rightly exercised its jurisdiction under S. 10F of the
Act, while hearing an appeal against the order of the CLB in the matter of S. 111 of the Act.
The appeal was maintainable before the High Court as (A) the refusal by the Company was
not in conformity with its AoA and (B) the conduct of the Company was mala fide in nature.
A. THE REFUSAL BY THE COMPANY WAS NOT IN CONFORMITY WITH ITS AOA.
The refusal by the Company in not transmitting the shares to the Respondents was improper
according to the Act.1 According to S. 82 of the Act, shares are transferable in the manner
provided by the Articles of the Company.2 In the present case, Companys refusal was not in
conformity with its AoA because it refused to transfer shares to the Respondents who were
legal representatives of King Ray. In accordance with the Clause 11 of the Companys
Articles, the Company should have transferred the shares to the legal representatives of late
King Ray.3 A refusal to do so would not be valid or binding and can be set aside.4 It is thus
submitted that any refusal which is not in accordance with the AoA is improper in the eyes of
the law5 for not being in accordance with its AoA.6
A legal representative is defined as a representative for the purpose of representation in legal
proceedings whereas a legal heir, on the other hand, is a person who is entitled to the estate of
the deceased.7 The Articles of the Company had clearly allowed for a transmission of shares
to the legal representatives of the deceased Promotor-MD.8 Keeping with that context, it is
contended that the Respondents were the legal representatives of the late King Ray in the
1
S. 111, Companies Act, 1956

3
Moot Proposition, p. 4, 12
4
Nandit Investment Co. Pvt. Ltd. v. Prem Chand Jute Mills Ltd.,1981 Tax LR 2557 (Cal); A. Arumugam v.
Pioneer Bakeries P. Ltd., (2007) 80 CLA 103 (CLB); V. Ramesh Kumar v. Milka Industries P. Ltd., (2007) 80
CLA 195 (CLB); 1 A RAMAIYA, A RAMAIYAS GUIDE TO COMPANIES ACT 1582 (17th ed. 2012)
5
Jai Mahal Hotels Pvt. Ltd v. Rajkumar Devraj and Ors, (2015) 4 CompLJ 353 (SC)
6
Gujarat Machinery Manufacturers Ltd. v. Nile Ltd. (2001) 105 Com Cas 817 (CLB)
7
8
-MEMORIAL ON BEHALF OF RESPONDENTS2
Page | 1
light of the Joint succession certificate which was (1.) a valid and conclusive proof of
representative title, which is (2.) unaffected by the intent of late King Ray in his Will.
1. Joint Succession Certificate is a valid & conclusive proof of title over the shares.
The representative capacity of the Respondents is sufficiently established by the Joint
Succession Certificate dated 08.05.2009 granted by the District Court of Thelesalonica. A
Succession Certificate is considered to be sufficient proof of title required for the
transmission of shares.9 It has also been established time and again that where a valid
Succession Certificate has been granted, the Company cannot insist on production of Probate
or Letters of administration for the transfer of shares.10
Additionally, according to S. 373(4), a Joint Succession Certificate can be granted to two or
more applicants if they all have identical interests and claims, as was true in the present
case.11 Such a grant though considered as inconvenient is valid.12 The Joint Succession
Certificate granted to the Respondents and Queen Kim on 08.05.2009 is also a prima facie
proof of representative title u/s. 381 of Indian Succession Act, which establishes that any
Certificate validly granted is conclusive against persons owing debts or liabilities on
securities.13 It must be noted that a share in a Company is security within the definition of
debt in the Act for which a Succession Certificate enables to have the shares transferred in
their name.14 This has been reiterated by several other High Courts.15 Therefore, the
Succession Certificate and its capacity to prove representative title of the Respondents is
beyond any challenge.16
2. Succession Certificate is unaffected by late King Rays Will.
It is contended that the intent of the testator as interpreted by the High Court is correct and
cannot be construed to invalidate the Joint Succession Certificate granted to late Queen Kim
and the Respondents.
Sita Ram Tiwari v. Sukha Tea Co. Ltd. (CLB Appeal No. 3 of 1980, dated 31-10-1981)
Thenappa Chettiar v. Indian Overseas Bank Ltd., (1943) 13 Com Cases 202; S.M. Hajee Abdul Hye Sahib v.
K.N.S. Hajee Shaik Abdul Kader Labbai Sahib Co. (P) ltd., (1997) 26 Corpt LA 304
11
S. 373 (4), Companies Act, 1956
12
Daw Ohn Bwint v. Daw Saw May, AIR 1937 Rang 336
13
S. 381, Indian Succession Act, 1925
14
In Re: New Monkhushi Tea Co. & Ors. AIR 1967 Cal 196
15
Charan Das v. Nathu Mal, AIR 1934 Lah 79; Paramanandachary v. Veerappan, AIR 1928 Mad 213
16
Ruppan Bibi v. Bhagelulal, ILR 36 All 423; Ganapaya v. Krishanppa, 1924 Bom 26 ILR 491
Page | 2
Before going into the question of whether High Court was empowered to interpret the
intentions of the testator more elaborately discussed below,17 it is pertinent to note that the
intent of the testator must be determined by the wording of the Will.18 All clauses of the Will
should be read together19 in order to interpret the intention of the testator.20
In the present case, the testators intention to be to disinherit his ex-wife and did not desire
for his property to be assumed by her through his children.21 The Apex Court, in a similar
case law, indirectly established the intent and held that the testator had intended to disinherit
his ex-wife and to give effect to that intent had dis-inherited his minor children who could
have been influenced by their mother.22 Therefore, it is submitted that refusing to transmit the
shares to Respondents was not called for even by interpreting the Rays Will.
B. COMPANYS REFUSAL TO TRANSMIT THE SHARES WAS MALA FIDE AND FRIVOLOUS
In the present case, the Company refused to register transfer of shares to the Respondents
who were, as per Succession Certificate dated 08.05.2009, the legal representatives of the
deceased. This was done in breach of the Articles which allow for such transfer making it a
mala fide act by the Company. The Courts have adopted a strict view against refusal to
transmit shares, based on irrelevant and frivolous considerations.23 Any consideration that
does not abide by the Articles of the company and their valid construction, could be
construed as irrelevant24, frivolous25 and mala fide and is liable to be set aside by the CLB.26
Further, such refusal by stating reasons that are irrelevant, frivolous and mala fide can be
challenged before the CLB.27 While exercising the jurisdiction under S. 111, the CLB has to
decide whether in exercising their power the directors are acting, oppressively, capriciously,
or corruptly or in some way mala fide.28
It is submitted that the reasons given by the company that a Probate was required to effect
such transmission can only be termed as mala fide which is also based on irrelevant
17
Infra Issue III

19
C. Lalrutlungi v. Thanpari, AIR 1992 Gau 100
20
Siddhamurthy Jayarami Reddy v. Goda Jayarami Reddy AIR 2011 SC 1342
21
Moot Proposition, p.10, 25
22
23
Hindustan Mercantile Bank Ltd. v. D.N. Choudhary Cotton Mills Ltd.,(2008) 83 CLA 401 (CLB)
24
Smith and Fawcett Ltd., Re [1942] 1 All ER 542
25
Master Silk Mills Private Limited v. D.H Mehta (1980) 50 Comp Cas 365 Guj
26
M.M. Anandaram v. Mysore Lachia Setty and Sons (P.) Ltd., (1985) 58 Com Cases 162 (Kar); Rajnikant
Ratilal Shah v. Deccan Farms & Distilleries Ltd.(In liquidation), (1978) 48 Com Cases 322 (Bom)
27
1 A RAMAIYA, A RAMAIYAS GUIDE TO COMPANIES ACT 1594,1632 (17th ed. 2012)
28
Harinagar Sugar Mills v. Shyam Sunder AIR 1961 SC 1669
Page | 3
considerations making such refusal appealable before the High Court because of the inaction
by the CLB.
CONCLUSION: The High Court had rightly exercised its jurisdiction u/s 10F of the Act
because the refusal to transfer shares was not in conformity with the Articles of the Company,
thereby making it maintainable u/s. 111 of the Act. In the light of the Succession Certificate,
Respondents are the legal representatives of late King Rays shares. Company refused to
transmit the shares despite of Articles allowing for transfer to the legal representatives of late
King Ray. Therefore, Companys refusal was not proper and is mala fide in nature.
ISSUE II: HIGH COURT HAS THE POWER TO HEAR AND DECIDE VARIOUS ASPECTS AND
DISPUTES PENDING ADJUDICATION WHICH WERE IN NATURE OF CIVIL DISPUTES.
The matter in question is with respect to the Probate proceeding which was supposed to
validate the intention of the testator. However, the High Court had the power to hear and
decide those matters relating to the Probate proceeding which was pending adjudication in
the courts below as: (A) it was within the jurisdiction u/s 10F of the Companies Act 1956; (B)
it has original jurisdiction to adjudicate on probate. Additionally, High Court derives this
jurisdiction (C) in exercise of its inherent powers u/s. 151 of the Code of Civil Procedure
(hereinafter called CPC).
A. THE HIGH COURT ACTED WITHIN ITS POWERS CONFERRED U/S 10F OF THE ACT.
Keeping in mind that an appeal is maintainable u/s. 10F only in case of questions of law, it is
contended that the High Court while addressing the pending civil disputes, adjudicated upon
questions of law which arose out of the CLBs order u/s. 111 of the Act. The Courts have
evolved tests to determine questions of law,29 thereby limiting them to the questions arising
out of a fact settled by the CLB order.30 The High Court cannot find a fact in appeal except
when the CLBs finding is without regard to material evidence or misdirected in
consideration of evidence.31
In the present case, the disputes pending before the lower courts were all in determination of
title to the property of King Ray.32 The CLB in its order held that the title to shares standing
29
Meenakshi Mills v. CIT, AIR 1957 SC 49; Nafar Chandra Pal v. Shukur, (1918) 45 IA 183
Nupur Mitra v. Basubani P. Ltd., (1999) 35 CLA 97 (Cal)
31
Bachan Singh v. Dhian Das, AIR 1974 SC 708
32
Moot Proposition, p.5, 13; p.5, 15; p.6, 17; p.7, 20; p.8, 22; p.9, 23
Page | 4
in the name of late King Ray was under serious dispute.33 This was a question of fact based
purely on the factual circumstances of the case. However, the order of the CLB involves
misdirection in consideration of evidence, specifically the Succession Certificate which was
prima facie proof of title. Therefore, the High Court in holding that the pending disputes
involving title were illusionary, was essentially adjudicating on a question of law arising out
of a settled fact available from the Succession Certificate.
Further, the finding of the CLB that the title to shares was under serious dispute in the
presence of a valid Succession Certificate was so perverse and unreasonable that no
reasonable man acting in judicial capacity could have arrived at such a conclusion.34 This
makes it a question of law that can be taken up by the High Court u/s. 10F of the Act.35
Furthermore, the CLB had the power to decide questions of ownership and title regarding
shares of late King Ray which it failed to exercise.36 This has violated the objective behind S.
111 of the Act which is to provide appropriate remedy in the form of an application to the
CLB in case of irregular refusal to register a transfer or transmission of shares. 37 Therefore,
u/s. 111 of the Act, in exercise of its quasi-judicial power and duties, the CLB was entrusted
with the ability to adjudicate on a question of title.38 Despite this the CLB refused to
adjudicate on the matter claiming disputed title in the form of pending disputes,39 making the
order irregular and violative of its primary duties as a quasi-judicial body u/s. 111 of the
Act40 thereby justifying the call for exercise of powers by the High Court.
B. THE HIGH COURT HAS ORIGINAL JURISDICTION TO ADJUDICATE ON PROBATE
It is contended that the High Court of Thelesalonica in adjudicating upon the civil disputes, is
justified in doing the same as it is empowered under original side jurisdiction to hear and
decide Probate matters. Section 300 of the Indian Succession Act r/w Section 266 allows the
High Court to exercise original jurisdiction over the grant and revocation of Probate.41
Section 300 provides for concurrent jurisdiction of the High Court with the District Court in
33

S.M. Trivedi v. CIT, 128 ITR 265, 269 (M.P.)
35
Ibid.
36
Harnam Singh v. Bhagwan Singh (1992) 74 Com Cases 726 (Delhi); K.P. Antony v. Thandiyode Plantations
P. Ltd., (1996) 86 Com Cases 684 (Ker-FB)
37
1 A RAMAIYA, A RAMAIYAS GUIDE TO COMPANIES ACT 1569 (17th ed. 2012)
38
Ibid
39
40
S. 111(7), Companies Act, 1956
41
Vera D. Thackersey (Mrs.) v. Bai Manekbai, AIR 1977 Bom 419
Page | 5
exercise of all powers conferred on the District Court under the Act. 42 Although, the section
pertains to High Court as a whole, jurisdiction is exercised by its original side.43 Section 266
allows a District Judge acting as a probate judge to have all powers over the grant and
revocation of probates as he has in relation to any civil suit pending before him, including
incidental powers. 44 Therefore, it is submitted that, a combined perusal of the two sections
permits the High Court to adjudicate on probates in exercise of its original jurisdiction.
The High Courts adjudication upon the nature of pending civil matters was thus well within
jurisdiction u/s 10F which allows for an appeal to the High Court on its original side. 45
C. THE HIGH COURT HAS THE INHERENT POWERS U/S 151 OF THE CPC TO OVERRIDE
THE LIMITATION OF RES SUB-JUDICE
It is contended that the High Court can adjudicate upon the disputes of civil nature pending
before the lower Courts, under its inherent powers enshrined in S. 151 of the CPC. It is
conceded that inherent powers are to be invoked in special and exceptional cases resulting in
miscarriage of justice or to secure the ends of justice.46 For this purpose, none of the
limitations imposed by the CPC are applicable to the High Court.47 This includes the
limitation of res sub-judice, which prohibits any Court from dealing with an issue which is
substantially the same issue between the same parties in a suit pending adjudication. 48 Such
inherent powers vests in the High Court to act ex debeto justiciae (in the interest of justice
and do that real and substantial justice).49
In the present case, the CLB order refused to appreciate the existence of prima facie evidence
of representative title in the form of the Succession Certificate.50 This was a patent error
which warranted the High Court to adjudicate upon the pending disputes so as to cure all
invalidities and errors and secure the ends of justice.51 This was not an act of judicial
overreach because the matter was ancillary to the primary issue and therefore important in
order to provide justice to the parties. Therefore, the High Court had rightly exercised its
42

In the Goods of Mahendra, 5 CWN 377; Nagendrabala v. Kashipati, ILR 37 Cal 224
44
45
Minoo H. Mody v. Hemant D. Vakil AIR 1994 Bom 39
46
S. 151, Code of Civil Procedure, 1908
47
Ibid.
48
Section 10, Code of Civil Procedure, 1908
49
Vinod Khanna v. Bakshi Sachdev AIR 1996 Del 32 (DB); Hukum Chand v. Kamalanand (1906) ILR 33 Cal
927; Manoharlal v. Seth Hiralal AIR 1962 SC 527
50
51
Dan Singh Bist v. Additional Collector, Bijnor AIR 1960 All 152
Page | 6
inherent powers in adjudicating upon the aspects and disputes pending adjudication which
were in nature of civil disputes.
CONCLUSION: The High Court had the power to hear and decide various aspects of civil
disputes pending adjudication in the lower courts, as it was called for effective adjudication
of the present dispute u/s. 10F of the Act. These ancillary matters are related to Probate and
title which qualify as questions of law arising out of the order of the CLB, for which the High
Court has Original Side jurisdiction. Even though the Courts generally do not interfere with
the issues pending in other Courts, the inherent powers of the High Court u/s. 151 of the CPC
were called for to secure the ends of justice and correct the patent error made by the CLB.
ISSUE III THE HIGH COURT COULD HAVE INTERPRETED A WILL WHILE
EXERCISING JURISDICTION UNDER S. 10F OF THE COMPANIES ACT, 1956
The High Court in the present case, was justified in interpreting the Will u/s.10F as (A)
Interpretation of a Will is a valid question of law (B) It was beyond the scope of powers of
CLB.
A. INTERPRETATION OF THE WILL IS A VALID QUESTION OF LAW

The contention of the Appellants is that the interpretation of King Rays Will by the High
Court in order to determine the representative title of his shares in the Company is a question
of law. It is submitted that the jurisdiction of the High Court u/s.10F is restricted to the
question as to the facts as observed by the CLB with respect to the material placed before it.52
Questions of interpretation of documents include the companys Articles which are questions
of law to which an appeal lies.53 It has been approved by the Apex Court that the High Courts
have jurisdiction to interpret a Will which requires application of law in determine the share
transfer.54 In the present case, it is a question of fact for which the material evidence was
disregarded by the CLB and the finding of fact has no evidence to support itself.55 The High
52
Also cite the page in which you said the same in first issue; Jer Rutton Kavasmaneck v. Gharda Chemicals,
[2013] 114 CLA 123 (Bom)
53
Maharasthra Power Development Corpn Ltd v. Dabhal Power Co., (2003) 56 CLA 263
54
Jai Mahal Pvt. Ltd v. Rajkumar Devraj and Ors, (2015) 4 CompLJ 353 (SC)
55
Bachan Singh v. Dhian Das AIR 1974 SC 708
-MEMORIAL ON BEHALF OF RESPONDENTS-
Page | 7
Court interpreted King Rays Will to determine its authenticity and intention of the testator 56
as there is a misconstruction of the Succession Certificate produced as evidence. The nonapplication of mind in construing this document as prima facie proof of title made it a valid
question of law.57
Further, the High Court was justified in interpreting Rays Will as the finding of fact was
ambiguous and there was a substantial error in not finding the same.58 As the question
pertains to the soundness of conclusions drawn from facts by the CLB, it is a question of
law.59 Hence, it is submitted that the High Court was justified in interpreting the Will of late
King Ray.60
B. IT WAS BEYOND THE SCOPE OF POWERS OF CLB
It is contended that interpretation of a Will is a complex question of fact and law for the CLB
to adjudicate upon under the limited jurisdiction in the matter of S.111 of the Act. The CLB
owing to this limited scope of powers has rightly reserved its opinion on the title of the
Respondents for the shares, which gives jurisdiction to the High Court to interfere.61
The jurisdiction exercised u/s. 111 is discretionary and summary in nature.62 In exercise of
this jurisdiction, the CLB can decline to entertain any matter involving disputed and
complicated questions requiring examination of evidence beyond the scope of company
matter. The question of the genuineness or the validity of the Will raised a controversial
question of fact and law, which can only be adjudicated in a regular title suit in the civil
courts including the High Court.63
Hence in the present case, the CLB was not the appropriate forum for deciding such complex
questions of fact and law under its summary jurisdiction u/s. 111 of the Act, which justifies
the exercise of power by the High Court u/s. 10F of the Act.
CONCLUSION: It is submitted that u/s.10F of the Act, the High Court is justified in
interpreting the Will because it is a valid question of law and the CLB was not empowered to
adjudicate the matter under its limited scope of powers u/s. 111 of the Act. High Court, on the
56
Moot Proposition Pg 9 25
Santosh Hazari v. Purushottam Tiwari, [2001] 251 ITR84 (SC)
58
1 A RAMAIYA, A RAMAIYAS GUIDE TO COMPANIES ACT 283 (17th ed. 2012)
59
Ram Gopal v. Shamskhaton, (1893) 19 IA 228 (PC)
60
Narendra Gopa Vidyarthi v. Rajat Vidyarthi, 2009 (4) AWC 3884 (SC)
61
PPN Power Generating Co. Ltd. v. PPN (Mauritius) Co. 2005 (3) Arb.LR 354 (Madras)
62
Ammonia Supplies Corporation (Private) Limited v. Modern Plastic Containers Private Limited, AIR 1994
Delhi 51
63
Surendra Kaur And Ors. v. Singh Engineering Works (P.) Ltd, 1977 47 CompCas 638 All
Page | 8
other hand, is empowered to adjudicate the same since the matter is squarely governed u/s.
10F and additionally, it also has Original jurisdiction.
ISSUE 4: A JOINT SUCCESSION CERTIFICATE CAN BE RELIED UPON WHEREIN ONE

OF THE MEMBERS TO THE VERY SAME CERTIFICATE HAD EXPIRED
It is contended that the High Court had rightly exercised its jurisdiction under S. 10F of the
Act, while hearing an appeal against the order of the CLB in the matter of S. 111 of the Act.
The appeal was maintainable before the High Court as (A) the refusal by the Company was
not in conformity with its AoA and (B) the conduct of the Company was mala fide in nature.
A. THE REFUSAL BY THE COMPANY WAS NOT IN CONFORMITY WITH ITS AOA
The refusal by the Company in not transmitting the shares to the Respondents was improper
according to the Act.64 According to S. 82 of the Act, shares are transferable in the manner
provided by the Articles of the Company.65 In the present case, Companys refusal was not in
conformity with its AoA because it refused to transfer shares to the Respondents who were
legal representatives of King Ray. In accordance with the Clause 11 of the Companys
Articles, the Company should have transferred the shares to the legal representatives of late
King Ray.66 A refusal to do so would not be valid or binding and can be set aside.67 It is thus
submitted that any refusal which is not in accordance with the AoA is improper in the eyes of
the law68 for not being in accordance with its AoA.69
A legal representative is defined as a representative for the purpose of representation in legal
proceedings whereas a legal heir, on the other hand, is a person who is entitled to the estate of
the deceased.70 The Articles of the Company had clearly allowed for a transmission of shares
to the legal representatives of the deceased Promotor-MD.71 Keeping with that context, it is
contended that the Respondents were the legal representatives of the late King Ray in the
64

66
67
Nandit Investment Co. Pvt. Ltd. v. Prem Chand Jute Mills Ltd.,1981 Tax LR 2557 (Cal); A. Arumugam v.
Pioneer Bakeries P. Ltd., (2007) 80 CLA 103 (CLB); V. Ramesh Kumar v. Milka Industries P. Ltd., (2007) 80
CLA 195 (CLB); 1 A RAMAIYA, A RAMAIYAS GUIDE TO COMPANIES ACT 1582 (17th ed. 2012)
68
Jai Mahal Hotels Pvt. Ltd v. Rajkumar Devraj and Ors, (2015) 4 CompLJ 353 (SC).
69
Gujarat Machinery Manufacturers Ltd. v. Nile Ltd., (2001) 105 CompCases 817 (CLB).
70
71
Moot Proposition, p. 4, 12.
Page | 9
light of the Joint succession certificate which was (1.) a valid and conclusive proof of
representative title, which is (2.) unaffected by the intent of late King Ray in his Will.
1. Joint Succession Certificate is a valid & conclusive proof of title over the shares.
The representative capacity of the Respondents is sufficiently established by the Joint
Succession Certificate dated 08.05.2009 granted by the District Court of Thelesalonica. A
Succession Certificate is considered to be sufficient proof of title required for the
transmission of shares.72 It has also been established time and again that where a valid
Succession Certificate has been granted, the Company cannot insist on production of Probate
or Letters of administration for the transfer of shares.73
Additionally, according to S. 373(4), a Joint Succession Certificate can be granted to two or
more applicants if they all have identical interests and claims, as was true in the present
case.74 Such a grant though considered as inconvenient is valid.75 The Joint Succession
Certificate granted to the Respondents and Queen Kim on 08.05.2009 is also a prima facie
proof of representative title u/s. 381 of Indian Succession Act, which establishes that any
Certificate validly granted is conclusive against persons owing debts or liabilities on
securities.76 It must be noted that a share in a Company is security within the definition of
debt in the Act for which a Succession Certificate enables to have the shares transferred in
their name.77 This has been reiterated by several other High Courts.78 Therefore, the
Succession Certificate and its capacity to prove representative title of the Respondents is
beyond any challenge.79
2. Succession Certificate is unaffected by late King Rays Will.
It is contended that the intent of the testator as interpreted by the High Court is correct and
cannot be construed to invalidate the Joint Succession Certificate granted to late Queen Kim
and the Respondents.
72
Sita Ram Tiwari v. Sukha Tea Co. Ltd. (CLB Appeal No. 3 of 1980, dated 31-10-1981)
Thenappa Chettiar v. Indian Overseas Bank Ltd., (1943) 13 Com Cases 202; S.M. Hajee Abdul Hye Sahib v.
K.N.S. Hajee Shaik Abdul Kader Labbai Sahib Co. (P) ltd., (1997) 26 Corpt LA 304.
74
S. 373 (4), Companies Act, 1956.
75
Daw Ohn Bwint v. Daw Saw May, AIR 1937 Rang 336.
76
S. 381, Indian Succession Act, 1925.
77
In Re: New Monkhushi Tea Co. & Ors. AIR 1967 Cal 196
78
Charan Das v. Nathu Mal, AIR 1934 Lah 79; Paramanandachary v. Veerappan, AIR 1928 Mad 213.
79
Ruppan Bibi v. Bhagelulal, ILR 36 All 423; Ganapaya v. Krishanppa, 1926 Bom 26 ILR 491
Page | 10
Before going into the question of whether High Court was empowered to interpret the
intentions of the testator more elaborately discussed below,80 it is pertinent to note that the
intent of the testator must be determined by the wording of the Will.81 All clauses of the Will
should be read together82 in order to interpret the intention of the testator.83
In the present case, the testators intention to be to disinherit his ex-wife and did not desire
for his property to be assumed by her through his children.84 The Apex Court, in a similar
case law, indirectly established the intent and held that the testator had intended to disinherit
his ex-wife and to give effect to that intent had dis-inherited his minor children who could
have been influenced by their mother.85 Therefore, it is submitted that refusing to transmit the
shares to Respondents was not called for even by interpreting the Rays Will.
B. COMPANYS REFUSAL TO TRANSMIT THE SHARES WAS MALA FIDE AND FRIVOLOUS
In the present case, the Company refused to register transfer of shares to the Respondents
who were, as per Succession Certificate dated 08.05.2009, the legal representatives of the
deceased. This was done in breach of the Articles which allow for such transfer making it a
mala fide act by the Company. The Courts have adopted a strict view against refusal to
transmit shares, based on irrelevant and frivolous considerations.86 Any consideration that
does not abide by the Articles of the company and their valid construction, could be
construed as irrelevant87, frivolous88 and mala fide and is liable to be set aside by the CLB.89
Further, such refusal by stating reasons that are irrelevant, frivolous and mala fide can be
challenged before the CLB.90 While exercising the jurisdiction under S. 111, the CLB has to
decide whether in exercising their power the directors are acting, oppressively, capriciously,
or corruptly or in some way mala fide.91
80
Infra Issue III

S. 74, Indian Succession Act, 1925.
82
C. Lalrutlungi v. Thanpari, AIR 1992 Gau 100.
83
Siddhamurthy Jayarami Reddy v. Goda Jayarami Reddy AIR 2011 SC 1342.
84
Moot Proposition, p.10, 25.
85
86
Hindustan Mercantile Bank Ltd. v. D.N. Choudhary Cotton Mills Ltd., (2008) 83 CLA 401 (CLB).
87
Smith and Fawcett Ltd., Re [1942] 1 All ER 542.
88
Master Silk Mills Private Limited v. D.H Mehta (1980) 50 Comp Cas 365 Guj.
89
M.M. Anandaram v. Mysore Lachia Setty and Sons (P.) Ltd., (1985) 58 Com Cases 162 (Kar); Rajnikant
Ratilal Shah v. Deccan Farms & Distilleries Ltd.(In liquidation), (1978) 48 Com Cases 322 (Bom).
90
1 A RAMAIYA, A RAMAIYAS GUIDE TO COMPANIES ACT 1594,1632 (17th ed. 2012).
91
Harinagar Sugar Mills v. Shyam Sunder AIR 1961 SC 1669.
Page | 11
It is submitted that the reasons given by the company that a Probate was required to effect
such transmission can only be termed as mala fide which is also based on irrelevant
considerations making such refusal appealable before the High Court because of the inaction
by the CLB.
CONCLUSION: The High Court had rightly exercised its jurisdiction u/s 10F of the Act
because the refusal to transfer shares was not in conformity with the Articles of the Company,
thereby making it maintainable u/s. 111 of the Act. In the light of the Succession Certificate,
Respondents are the legal representatives of late King Rays shares. Company refused to
transmit the shares despite of Articles allowing for transfer to the legal representatives of late
King Ray. Therefore, Companys refusal was not proper and is mala fide in nature.
ISSUE V. PROBATE PROCEEDINGS BE TERMED AS LAPSED ON THE BASIS OF SETTLEMENT
DEED ENTERED INTO BETWEEN SOME OF THE PARTIES
It is contended that the probate proceedings had lapsed on the basis of Settlement Deed
entered into between Late Queen Kim and the Respondents because (A) obtaining the
Probate was not necessary to execute Late King Rays Will as per S. 213; (B) allowing Late
Queen Kim to have undisputed title as derived from the will instead of the probate. This
undisputed title permitted the execution of a (C) valid Settlement Deed that lapsed the
Probate proceedings.
A.
OBTAINING THE PROBATE WAS NOT NECESSARY TO EXECUTE THE WILL AS PER S.
213 OF THE INDIAN SUCCESSION ACT, 1925.
It is contended that Queen Kim could have validly executed/ dealt with the property of late
King Ray without obtaining a probate as per S.213 of the Indian Succession Act. As per S.
213 r/w S. 57 obtaining a Probate of Will is not a condition precedent to the establishment of
a right of property where the will has been made by a person in respect of property situated at
a place other than Bombay, Madras and West Bengal.92 In the present case, the facts are
92
Indian Succession Act, 1925, S. 57, S. 213
-MEMORIAL ON BEHALF OF RESPONDENTSPage | 12
silent regarding the place where the property situated.93 Additionally, there is no mandatory
provision necessitating the Probate for a Will of a Hindu.94
It is therefore submitted that neither the company nor the Appellants could have compelled
Late Queen Kim to go to the court and seek a probate or letters of administration in respect of
the Will, when the statute itself exempts her from doing so.95 As under the statute governing
Wills, she was not mandated to obtain a probate in order to deal with the property of late
King Ray.96
B. UNDISPUTED TITLE AS DERIVED FROM THE WILL INSTEAD OF THE PROBATE

King Rays Will was a gratuitous and voluntary transfer of property to beneficiary which
ought to be free from ambiguity after the death of the testator.97 To devoid the Will of all
ambiguity and determine the intent of the testator, a Will is to be read with respect to the
nature and circumstances of the case98. In the present case King Ray was attached to his
mother at the time of writing the Will.99 Further, there is no allegation or suspicious
circumstances pertaining to the genuineness of the Will, hence the order of High Court
interpreting the testators intention is accurate and justified.100
It is further contended that a probate in this case was a matter of evidence or a declaration as
to the validity of King Rays Will and not a document that determined the title to the property
of King Ray. Probate granted by the court does not grant the title, it only makes the tile
bestowed on the beneficiary by the Will certain.101 A Will without a probate, therefore,
cannot be ranted as non-existent.102 A probate is to only provide a ready means of
establishing the genuineness of the will conclusively in rem.103 Therefore, the property rights
were vested in Queen Kim as soon as the Will became an operative document on the death of
93
Moot Proposition.
S. 213(1), Indian Succession Act, 1925;
95
Jagdish Chandra v. Chandra Shekhar Sharma, (1988) 2 CCC 985 (MP); Clarence Pais & Ors. etc. v. Union of
India, AIR 2001 SC 1151; Mrs. Pushpa Vadera vs Thomas Cook (India) Ltd. (1996) 87 CompCas 921 CLB;
Dharminder Singh v. Sh. Purshkar Raj Singh 2011 Del 31
96
Mrs. Pushpa Vadera vs Thomas Cook (India) Ltd. 1996 87 CompCas 921 CLB
97
Nodachy v. Ramalakshman, AIR 1956 TC 127; Hargobind v. Colllector, AIR 1937 All 377
98
Nobal Ram v. Smt. Gayatri Devi (1968) All LJ 69; Chander Bhan v. Harnath Singh (1981) 20 DLT (SN) 32;
Ruprao v. Ramrao, AIR 1952 Nag 88
99
Moot Proposition, p. 7 16
100
Moot Proposition, p. 10 25
101
Whitehead v. Taylor 1839 10 AEl 210; Raja Rama v. Fakuruddin Sahib 38 M LJ 210.
102
Sri Raja Kakarlapudi Venkata Sudarsana Sundara Narasayyamma Garu (died) and Ors. v. Andhra Bank Ltd.,
Vijayawada and Ors., AIR 1960 AP 273
103
Basanti Devi vs Raviprakash Ramprasad Jaiswal, (2008) 1 SCC 267
Page | 13
the testator, Ray.104 Lack of Probate did not take away the title from Late Queen Kim to
whom it is vested on, by King Rays Will. Even without obtaining the probate of the Will,
Late Queen Kim can be termed as a representative of the estate of Ray.105
Hence, in the present case Queen Kims recognition of title as a legatee under Rays Will can
be proved without probate as the she is the legatee and also the sole beneficiary drawing her
title from the Will and not the Probate. Late Queen Kim can also be said to have absolute
right over the property in recognition of her right to self-acquired property conferred on her
under a Will that blossomed into absolute rights by virtue of S. 14(1) of the Hindu Succession
Act.106 It is thus submitted that she had an undisputed title on the property of late King Ray
that she derived directly from the will instead of the probate.
C. THAT A VALID SETTLEMENT DEED LAPSES THE PROBATE PROCEEDINGS
It is contended that the valid settlement deed being valid lapsed the probate proceedings. A
Succession Certificate being validly granted u/s 381 of the Indian Succession Act leads to the
presumption that Queen Kim has representative title and the best claim over the property of
King Ray.107 Succession certificate granted by High Court certified the validity of the
Settlement Deed and legally established the grandchildren of the Queen Kim and herself as
the representatives of the property of the King Ray.108
Probate proceedings are completely dependent upon the Petitioner and she has complete
authority and right to either continue and press the proceedings for probate or enter into
settlement. 109 Since, application for a probate was the option of the petitioner, continuation of
the application would also be her choice.110 Based upon the principle that the plaintiff is
dominus litis (master of the suit) in a litigation the matter must be left to her charge,
otherwise the court would be assuming a burden which it would in many cases find difficult
to discharge.111
Therefore, it is submitted that Queen Kim being the dominus litis had all powers to enter into
or discharge suits as she pleased. The settlement deed entered into by her being thus valid, the
104
Gopal Lal Chandra v. Amulyakumar, AIR 1933 Cal 234; Jamsetji Nassarwanji v. Hirjibhai Naoroji (1912)
I.L.R. 37 Bom 158
105
Hewson v. Shelley 1914 2 Ch. 13 at p. 38; Parlhasarathy Aiyar v. Subbaraya Gramany AIR 1924 Mad 07 at
p. 70
106
Hindu Succession Act, 1956
107
Madhwapathi Venkatakrishna Rao v. Panditha Narasubhai and another, AIR 1954 AP 23
108
Kisan Gopal Madan Gopal Marwadi v. Chunnilal Hanamantram, AIR 1938 Nag 47; Pitmo v. Shyam Singh,
AIR 1978 Allahabad 301
109
Jai Mahal Hotels Pvt. Ltd. v. Rajkumar Devraj and Ors, (2015) 128 CLA 375 (SC)
110
Ibid
111
Sakuntala Dasi vs Kusum Kumari Sarkar, AIR 1971 Ori 103
-MEMORIAL ON BEHALF OF RESPONDENTS-
Page | 14
probate proceeding is lapsed once the succession certificate is obtained on the basis of such
settlement deed.
CONCLUSION: Therefore, it is submitted that the Probate Proceedings concerning the Will
dated 23.06.1996 is lapsed by the valid Settlement deed entered between the parties.
Obtaining a probate was not mandatory in order to have undisputed title over the property of
Late King Ray. This title being so derived from the will instead of the probate made Queen
Kim legally eligible to enter into a valid settlement deed as regards the property bequeathed
to her. Further, it is submitted that Queen Kim being the dominus litis in the suit had
complete powers over the probate proceedings.
PRAYER
Wherefore in the light of the issues raised, arguments advanced and authorities cited, it is
humbly requested that this Honourable Court may be pleased to:
1. Uphold the order of the High Court of Thelesalonica and declare that the High Court
acted within its jurisdiction u/s. 10F of the Companies Act by ordering the Company to
transmit the shares.
2. Declare and adjudge that the Probate proceedings are lapsed and there is prima facie
proof of title to the shares.
AND/OR
Pass any other order it may deem fit, in the interest of Justice, Equity and Good Conscience.
All of which is most humbly and respectfully submitted
(Signed)
COUNSEL FOR THE RESPONDENTS

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15TH AMITY NATIONAL MOOT COURT COMPETITION 2016

PRINCE WILD AND PRINCESS NORTH

[AGAINST THE IMPUGNED ORDER OF THE HONBLE COURT OF THELESALONICA]

BEFORE SUBMISSION TO HONBLE CHIEF JUSTICE AND HIS COMPANION JUSTICE

MEMORANDUM ON BEHALF OF THE RESPONDENTS

15TH AMITY NATIONAL MOOT COURT COMPETITION 2016

TABLE OF CONTENTS ................................................................................................................. i

HAD RIGHTLY EXERCISED ITS JURISDICTION UNDER

COMPANIES ACT, 1956

WHILE HEARING AN APPEAL AGAINST

COMPANIES ACT,1956 .......................................................................................................... 1

ISSUE III THE HIGH COURT

COULD HAVE INTERPRETED A

JURISDICTION UNDER S. 10F OF THE COMPANIES ACT, 1956 .............................................. 7

A. INTERPRETATION OF THE WILL IS A VALID QUESTION OF LAW...................................... 7

-MEMORIAL ON BEHALF OF RESPONDENTSPage | i

15TH AMITY NATIONAL MOOT COURT COMPETITION 2016

-MEMORIAL ON BEHALF OF RESPONDENTSPage | ii

15TH AMITY NATIONAL MOOT COURT COMPETITION 2016

15TH AMITY NATIONAL MOOT COURT COMPETITION 2016

Hukum Chand v. Kamalanand (1906) ILR 33 Cal 927 ............................................................. 7

15TH AMITY NATIONAL MOOT COURT COMPETITION 2016

Pitmo v. Shyam Singh, AIR 1978 Allahabad 301 ................................................................... 15

1. Constitution of India, 1949

15TH AMITY NATIONAL MOOT COURT COMPETITION 2016

5. K M GHOSH & DR. K. R. CHANDRATES, COMPANY LAW

PRACTICE 1933 (14th ed. 2014)

-MEMORIAL ON BEHALF OF RESPONDENTSPage | vi

15TH AMITY NATIONAL MOOT COURT COMPETITION 2016

All India Reporter

Allahabad High Court

Calcutta High Court

Company Law Board

Code of Civil Procedure

Delhi High Court

Gujarat High Court

Indian Penal Code

Madras High Court

Foot Note no.

Orissa High Court

Punjab and Haryana High Court

Patna High Court

Rajasthan High Court

Supreme Court Cases

Supreme Court Journal

Supreme Court Reporter

-MEMORIAL ON BEHALF OF RESPONDENTSPage | vii

15TH AMITY NATIONAL MOOT COURT COMPETITION 2016

-MEMORIAL ON BEHALF OF RESPONDENTSPage | viii

15TH AMITY NATIONAL MOOT COURT COMPETITION 2016

Reference to the Family Tree above:

Demise of Ray owing to the ill-health.

15TH AMITY NATIONAL MOOT COURT COMPETITION 2016

-MEMORIAL ON BEHALF OF RESPONDENTSPage | x

15TH AMITY NATIONAL MOOT COURT COMPETITION 2016

COULD HAVE HEARD AND DECIDED VARIOUS ASPECTS AND

JOINT SUCCESSION CERTIFICATE

CAN BE RELIED UPON WHEREIN ONE OF

THE MEMBERS TO THE VERY SAME CERTIFICATE HAD EXPIRED

PROCEEDINGS CAN BE TERMED AS LAPSED ON THE BASIS OF

THE SETTLEMENT DEED ENTERED INTO BETWEEN SOME OF THE PARTIES

-MEMORIAL ON BEHALF OF RESPONDENTSPage | xi

15TH AMITY NATIONAL MOOT COURT COMPETITION 2016