JUDGMENT Derbyshire, C.J. - [After stating the facts] -On June 6th, 1940, these proceedings were begun and the history of the litigation is set out in the plaint. Paragraph 9 is interesting. The Defendant company did not, in spite of repeated requests, register the names of the Plaintiffs as the holders of the said shares on account of the pendency of the said litigation. Paragraph 10-"In or about March, 1940, the Defendant company registered the Plaintiffs as the holders of the said 600 shares. Then they set out the dividends payable to them for the years 1929-1930 amounting to Rs. 8,100. They denied that the Plaintiff's claim was barred by limitation and they claimed Rs. 8.100 with interest. They said that the Rs. 8,100 had not been paid by the Defendants in spite of repeated demands. 2. The defence of the company, as put in by the written statement, was in some respects a formal and customary defence. In paragraph 6 however the company pleads: The Defendant does not admit the allegations contained in para. 9 of the plaint. Ever since 1930 the Defendant has called upon the Plaintiff to comply with the provisions of the Articles of Association of the Defendant company and/or to get the error in the certified copy of the decree of the Subordinate Judge, Alipore, rectified, which he failed to do. 3. As to paragraphs 11, 13 and 14 of the plaint the Defendants denied that the Plaintiff was entitled to the dividends referred to therein an contended that the Plaintiff's claim was barred by limitation. 4. Panckridge, J., on December 9th, 1941, dismissed the suit. 5. Two main defences were raised by the company. The first was that the Plaintiff was not entitled to claim any dividends prior to the date on which he obtained registration of the shares. They said that the Rs. 19,800 representing the/dividends from 1/935 to 1940 was paid under a misapprehension. The Defendants contended that only those members of the company who were on the register when the dividends were declared were entitled to participate. There was another defence which consisted of the plea of limitation. Panckridge, J., decided both those questions in favour of the Defendants. 19,800 representing the/dividends from 1/935 to 1940 was paid under a misapprehension. The Defendants contended that only those members of the company who were on the register when the dividends were declared were entitled to participate. There was another defence which consisted of the plea of limitation. Panckridge, J., decided both those questions in favour of the Defendants. An extract of the register of transfers of the company was put in evidence, and it records that Narayan Chandra Dutt was the transferor and Sri Sri Hariseswar Idols, represented by Nirode Chandra Mullick, were the transferees. The date of transfer was March 3rd, 1940, and the date of entry of the transfer was March 3rd, 1940. As regards the nature of the transfer, it was by virtue of a decree of the second Subordinate Judge's Court, Alipore, dated August 9th, 1929, in Title Suit No. 175 of 1922 confirmed by the High Court and the Privy Council. The number of shares transferred were 599, i.e., from 692 to 1290. Then there was a transfer of one share recorded on the same date by Jatindra Mohan Dutt to the Idols. In the register of members the Idols are represented by Nirode Chandra Mullick, shebait, and he is shown as the owner of six hundred shares, Nos. 691 to 1290, as from March 3rd, 1940. Against this entry it is recorded "By virtue of a decree of the second Subordinate Judge's Court, Alipore." 6. It will be noticed that the company placed the Plaintiffs on the share register as from March 3rd, 1940, and they only did it on March 3rd, 1940. In the light of that what is the Plaintiffs' position? 7. I am far from satisfied that the Defendants have made a proper entry in their share register as regards these particular shares. The Subordinate Judge in July, 1929, declared that as regards those shares they were debutter properties. Nirode Chandra Mullick was entitled to possession of the same as shebait under the Arpannama of 1300 B.S., i.e., 1893. The Judge further declared that the Appellant had no right as shebait to those properties. He ordered the Plaintiff to get possession by evicting the Defendants therefrom. this Court on appeal upheld that decree. The appeal to the Privy Council was dismissed. 8. The Judge further declared that the Appellant had no right as shebait to those properties. He ordered the Plaintiff to get possession by evicting the Defendants therefrom. this Court on appeal upheld that decree. The appeal to the Privy Council was dismissed. 8. It would appear, therefore, that long before March 3rd, 1940, the Plaintiff was declared to be the owner of those shares. The attention of the Defendant company was drawn to that declaration in August, 1929, but they did not put the Plaintiff on the share register and, apart from the abortive proceedings in this Court when the rectification of the share register was abandoned because it was considered that it was a breach of the under-taking given to the Appellate Bench, the Plaintiff did not take legal steps to have his name put on the share register. 9. The present proceedings were brought upon the basis of the Plaintiff being the registered share-holder as from March 3rd 1940. I am not satisfied that the Plaintiff was not entitled to be put on the share register as from an earlier date. It may be that the share register is not correct, but there is no claim for rectification of the share register in these proceedings. We have to consider the matter upon the basis of the position of the Plaintiff and the Defendants when these proceedings were brought. What were their rights as against each other in respect of these shares? Those are determined, apart from any special contract, by the Articles of Association. In the Articles of Association-cl. 3 -"Share-holders "or" Members" means the duly registered holders for the time being of the shares of the company. Cl. 25 provides: Any person becoming entitled to a share in consequence of the death or insolvency of any member or in any other way than by transfer, may be registered as a member upon such evidence being produced as may from time to time be required by the Directors. Cl. 133 provides: The profits of the company shall be divisible among the members in proportion to the amount paid up or deemed to be paid up on the shares held by them respectively. Cl. 134 provides: The company in general meeting may duelers a dividend to be paid to the members according to their rights and interests in the profits. 10. Cl. 134 provides: The company in general meeting may duelers a dividend to be paid to the members according to their rights and interests in the profits. 10. When declared, a dividend is a debt arising out of a contract payable by the company to a share-holder. It will be seen, applying the interpretation of the word " member" or "share-holder" to the provisions of cl. 133 and cl. 134, that only the duly registered holders for the time being of the shares of the company are entitled to have the profits divided amongst them or to have dividends paid to them. That is the contract between the company and its share-holders. The persons entitled to receive the dividend are the registered share-holders when the dividend is declared. That is the usual position and it is illustrated by the judgment of Eve, J., in the case of Kidner v. Kidner L.R. (sic) Ch. 121. In that case by a contract made in April, 1922, it was agreed between the persons interested therein that a business forming part of a testator's estate should be converted into a private composition a capital of 30,000 divided into (sic) debentures bearing interest at 7 per cent, and 10,000 ordinary shares of 1 each fully paid, which were to be allotted to the trustees of the will. One of the trustees was appointed manager of the company and was given the option, so long as he continued to be both trustee and manager, of purchasing the whole of the debentures and shares at per value. In June, 1928, the company declared a dividend of 571/2 Per cent, on the ordinary shares for the year ending March 31st, 1928, to be paid in three equal instalments on July 1st and November 1st, 1928, and February 1st, 1929, and the first instalment was paid on July 1st, 1928. 11. On July 30th, 1928, one F. Kidner exercised his option to purchase the whole of the shares and debentures for 30,000. At that date there was four months' interest due upon the debentures. The purchase was completed on November 5th, 1928. 11. On July 30th, 1928, one F. Kidner exercised his option to purchase the whole of the shares and debentures for 30,000. At that date there was four months' interest due upon the debentures. The purchase was completed on November 5th, 1928. On a summons being taken out to determine the rights of the parties in the unpaid instalments of the dividend and the debenture interest it was held that four months' accrued interest on the debentures passed to the purchaser, and that the declaration of the dividend on the shares having created a debt to the trustees as the then registered shareholders, the postponement of the payment did not operate to deprive them of their rights, and therefore the remaining instalments belonged to them and not to the purchaser. Eve, J., in his judgment said this at page 126: The declaration of the dividend on June 13, 1928 created a debt owing by the company to the trustees as the registered share holders. It is true that no steps could have been successfully taken to enforce payment until the due date for payment of each instalment arrived, but none the less the title to that dividend was in my opinion determined by the declaration, and the mere fact that the pavement was postponed does not operate to deprive those who were the holders of the shares at the date of the declaration of their right to each instalment, of that debt. I come to the conclusion therefore that the transfer did not vest in Mr. Kidner the right to claim and retain payment of the two last instalments of that dividend. That dividend remains where it was when it was declared and belongs to the estate. The result is that so far as the debentures are concerned, he takes those without any further payment. So far as the shares are concerned, the vendors are entitled to the two further instalments of the dividend. 12. That is the general potent and it is the position here as prescribed the Articles of Association. According the contract between the company and its share-holders only the registered share-holder at the time of the declaration of the dividend was entitled to the dividend. At the time the dividends for 1929 and 1930 were declared neither the Plaintiff nor his predecessor was a registered share-holder. According the contract between the company and its share-holders only the registered share-holder at the time of the declaration of the dividend was entitled to the dividend. At the time the dividends for 1929 and 1930 were declared neither the Plaintiff nor his predecessor was a registered share-holder. That is the position as regards the register as it stands at the moment. But the Plaintiff has his rights and he is entitled to those shares. Before he can enforce those rights he must show that he was a registered share-holder at the proper time and that he is not barred to recover those dividends by some provision of law. The present register stands for the time being; the Plaintiff stands outside it at the relevant period when the dividends were declared. He is, therefore, not in a position to enforce his claim against the company in respect of those dividends. There is no claim in these proceedings for rectification of the register. We are unable here to rectify the register so as to bring the Plaintiff on the register at the relevant date. In my opinion, as far as these proceedings are concerned, the Plaintiff must fail because he is outside the register during the relevant years. It may be that the Plaintiff is entitled to have himself put on the register, but that will be the subject of separate proceedings. It may be, if he brings those proceedings, he will be put on the register as from a date which will enable him, subject to any question of limitation being raised, to recover those dividends. As to that I offer no opinion. No doubt he will be advised what his rights are. It may be that he, in addition, may have other rights against the company; he will be advised what those rights are. 13. Having regard to the possibility that there may be other proceedings in respect of this particular register and of the Plaintiff's rights under it, in my opinion, it would be unwise to say anything on the question of limitation as raised in this particular case. If other proceedings are brought, questions of limitation may arise but they can best be disposed of if and when they arise. 14. For these reasons I am of the opinion that this appeal fails and must be dismissed with costs. Lodge, J. I agree.