Until the 30th June, 1939, the Applicant-company, Shah Mulchand and Company, Ltd., was the managing agent of the Respondent-company, Jawahar Mills, Ltd. Shah Mulchand and Company is a private company and at all times material it consisted of only two members, T.V.T. Govindaraju Chetti and K.N. Sundara Ayyar. On the 30th June, 1939, these two gentlemen purporting to act on behalf of their company entered into an agreement with one Palaniappa Chettiar by which the latter was to replace Shah Mulchand and Company, as managing agents of the Respondent company. The Applicant-company itself held 5,000 shares in the Respondent-company and by the terms of the arrangement with Palaniappa Chettiar these shares were to be transferred to him but have not yet been transferred. On that date, the Respondent-company’s capital was divided into ordinary shares of Rs. 10 face value each of which Rs. 5 had been paid. On the 20th August, 1939, that is, nearly two months after the change of managing agents, the Respondent-company made two calls, one of Rs. 2 and the other of Rs. 3 per share payable on the 1st October, 1939, and the 1st December, 1939, respectively. These calls, of course, would make the share fully paid up. On the 23rd January, 1940, T.V.T. Govindarajulu Chetti who was the managing director of the Applicant-company was adjudicated an insolvent and his office as director was thereby vacated. It would appear that all the shareholders did not pay the call, for on the 12th August, 1940, the directors of the Respondent-company passed a resolution giving two further months’ time for payment of the calls in arrears. At the same time it was resolved that shares, in respect of which calls remained unpaid after that extended time would be forfeited. The managing agents were empowered to give notice of this resolution to the shareholders concerned requiring them to pay within a period of two months. The Applicant-company received one of these notices from the managing agents, but did not comply with the result that on the 25th November, 1940, there was a resolution of the directors of the Respondent-company forfeiting the Applicant-company’s shares. The Applicant-company received one of these notices from the managing agents, but did not comply with the result that on the 25th November, 1940, there was a resolution of the directors of the Respondent-company forfeiting the Applicant-company’s shares. It appears that the auditors of the Respondent-company were doubtful as to the validity of the forfeiture and it was accordingly cancelled by the directors on the 31st December, 1940, and on the 25th February, 1941, the directors passed a fresh resolution for the issue of notice to the Respondentcompany. This resolution was not arrived at at a meeting of the Board of Directors. It was taken in circulation. In purported compliance with that resolution; the managing agents addressed a notice, dated the 15th March, 1941, to the Applicant-company requiring payment of the calls in arrears on or before the 31st March. In this notice the Applicant-company was informed that if the amount outstanding was not paid, steps would be taken for forfeiture of the shares. The total amount due was Rs. 5, in respect of each of the 5,000 shares, that is Rs. 25,000 in all. The Applicantcompany did not comply and on the 5th September, 1941, the directors of the Respondent-company passed a resolution forfeiting the shares. In the meantime, matters were developing, which finally led to the Applicant-company being struck off the register of companies. On the 27th May, 1941, notice of this possibility was published in the Gazette and on the 28th August, 1941, the Applicant-company was struck-off the register; by the Registrar of Joint-Stock Companies and the Gazette notice on this account was published on the 9th September, 1941. In passing, I may refer to the provision of section 247(5) of the Companies Act, by which publication of such a notice operates to dissolve the company. Thus, the Applicant-company was dissolved on the 9th September, 1941, that is, four days after the directors. of the Respondent-company had passed the resolution forfeiting the Applicant-company’s shares. As regards the striking off the register of the Applicant-company it is common ground that this was brought about by communication sent to the Registrar by the two members of the company. One pointed out to the Registrar that the company had ceased to function and the other confirmed this and in addition asked that the company might be struck off. One pointed out to the Registrar that the company had ceased to function and the other confirmed this and in addition asked that the company might be struck off. Now, the present application is for rectification of the register of the Respondent-company on the ground that the forfeiture of the 5,000 shares resolved upon by the directors of the company on the 5th September, 1941, was invalid. Before considering the petition, it will be advisable for me to set out the admitted sequence of events after the date of the forfeiture. These facts, like those I have already stated, are admitted. On the 16th November, 1941, the directors of the Respondent-company passed a resolution allotting the Applicant-company’s forfeited shares to a number of other persons. It is alleged by the Applicantcompany that these other persons were merely aliases for Palaniappa Chettiar, the principal partner in the managing agency firm. But I do not consider that anything turns on the point and, accordingly, I have not found it necessary to decide it. In December, 1941, applications were filed in this Court for the restoration of the Applicant-company to the register. These were O.P. Nos. 10 and 11 of 1942. O.P. No. 10 was filed by the Respondent-company and O.P. No. 11 by the Income-tax Officer concerned. It is common ground that on the 30th June, 1939, the date when the Applicantcompany ceased to be managing agents of the Respondent-company, there was due by the Applicantcompany to the Respondent-company a sum of about Rs. 25,500. This debt had not been discharged on the date when the Applicant-company was struck off the register. The liability of the Applicant-company to the Respondent-company in respect of unpaid calls was of course additional to the liability. One of the petitioners in O.P. Nos. 10 and 11 of 1942, asked also for the winding up of the Applicant-company after its restoration to the register. These two petitions were settled by payment in full of the amount due to the Income-tax Officer and a sum of Rs. 11,000 to the present Respondent-company, It is common ground that these demands were met by K.N. Sundara Ayyar. Govindarajulu Chetti, who had a much more substantial interest in the Applicant-company was, it will be remembered, at that time, an insolvent. 11,000 to the present Respondent-company, It is common ground that these demands were met by K.N. Sundara Ayyar. Govindarajulu Chetti, who had a much more substantial interest in the Applicant-company was, it will be remembered, at that time, an insolvent. It seems that K.N. Sundara Ayyar was then anxious to recoup himself for this expenditure and, with that end in view, he filed a suit in the Subordinate Judge’s Court, Salem, against Palaniappa Chettiar, the Respondent-company and certain others claiming a declaration that the forfeiture of the Applicant-company’s shares was illegal and also damages against Palaniappa Chettiar in respect of the agreement of June, 1939, when the managing agency was changed. That suit was O.S. No. 39 of 1942, and in it K.N. Sundara Ayyar described himself as an ex-director of the Applicant-company. It was of course impossible at that date for the Applicant-company to bring such proceedings, as it had been struck off the register and was dissolved as on the 9th September, 1941, by reason of the Gazette notice of that date. In this suit K.N. Sundara Ayyar stated that he was prepared to pay the amount of the calls due by the Applicant-company. The suit was dismissed on the 1st November, 1945, and that dismissal, so far as it is relevant in a consideration of the present petition, was on the ground that the Applicant-company having been struck-off, the plaintiff, K.N. Sundara Ayyar, could have no relief. K.N. Sundara Ayyar appealed to this Court against that decision in Appeal No. 258 of 1944, but his appeal was dismissed and the Subordinate Judge’s decision upheld as against the Respondent-company. Before the decision of the Appellate Court was given, an application was filed by K.N. Sundara Ayyar for the restoration of the Applicant-company to the register. That was O.P. No. 199 of 1944. Both Govindarajulu Chetti and the present Respondent-company were parties to that proceeding. I dealt with the petition by an order dated 16th February, 1945, and directed the restoration of the Applicant-company to ‘the register and also its winding up. At the hearing of that petition, it was urged as one of the grounds for restoration that the validity of the forfeiture of the applicant’s shares in the Respondent-company could not, in the absence of restoration, be decided and it was to some extent on that ground that I ordered restoration. At the hearing of that petition, it was urged as one of the grounds for restoration that the validity of the forfeiture of the applicant’s shares in the Respondent-company could not, in the absence of restoration, be decided and it was to some extent on that ground that I ordered restoration. Later, and in the winding up proceedings of the Applicant-company, I gave leave to the Official Receiver to file the present application on behalf of the company. Now, the first point to be decided is whether the Forfeiture of the Applicant-company’s shares on the 5th September, 1941, was valid. It is admitted on behalf of the Applicant-company that the calls were duly made and that they were not paid. What is contended on behalf of the Applicant-company is that the notice requiring payment of the calls was invalid and that the consequent resolution for forfeiture is inoperative. In order to appreciate this point, it is necessary first to set out the relevant provisions of the Respondent-company’s articles. The Memorandum of and Articles of Association of the Respondent-company are exhibited as Ex. R-29. In order to appreciate this point, it is necessary first to set out the relevant provisions of the Respondent-company’s articles. The Memorandum of and Articles of Association of the Respondent-company are exhibited as Ex. R-29. The relevant Articles are as follows: Article 29.-“If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors may at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.” Article 30.-“The notice shall name a further day (not earlier than the expiration of fourteen days, from the date of the notice on or before which the payment required by the notice is to be made), and shall state that, in the event of non-payment at or before the time appointed the shares in respect of which the call was made, will be liable to be forfeited.” Article 31.-“If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect.” Article 32.-“A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.” Now, the invalidity of notice alleged by the Applicant-firm arises in the following manner:It is said that on the 25th February, 1941, the directors of the Respondent-Company passed the following resolution by circulation: “Resolved that a notice be sent to Messrs. Shah Mulchand & Co., Ltd., Salem, informing them that they are in arrears of calls to the extent of Rs. 25,000 (rupees twenty-five thousand only) that this amount of Rs. Shah Mulchand & Co., Ltd., Salem, informing them that they are in arrears of calls to the extent of Rs. 25,000 (rupees twenty-five thousand only) that this amount of Rs. 25,000 must be paid by them at the Registered Office of the Company on or before the 31st day of March, 1941, that if they fail to pay up the said amount on or before the said date that their shares will be forfeited and that the directors will in case of such default take steps to have the shares forfeited.” This resolution is before me in Exhibit R. 9, which appears to be the letter from the managing agents, which was sent round to the directors for consideration. It is dated 25th February 1941, and was dealt with by the directors individually on later dates. I am satisfied that it is unnecessary to consider either, whether a resolution of this nature can properly be passed by circulation, or to decide the exact date on which it should be regarded as having been passed. It is sufficient to say that there appears to have been such a resolution arrived at by the directors. I am concerned more with the action taken on that resolution itself. It is common ground that the managing agents of the Respondent-company sent a letter to the Applicant-Company on the 17th March, 1941. Though that letter is dated 15th March, 1941, it is in evidence also and is not disputed that it was despatched on 17th March and received by the Applicant-company on the 20th March, 1941. That letter required the Applicant-company to pay the overdue calls at the Registered Office of the Respondent-company “on or before the 31st March, 1941” and stated that in default of payment of the amount, the shares would be forfeited. The question is whether this notice was valid within the provision of Articles 29 and 30 of the Respondent-company’s Articles of Association. Under Article 29, the directors are empowered in cases where calls remain unpaid to serve a notice requiring payment and Article 30 requires that the notice shall name a further day (not earlier than the expiration of fourteen days, from the date of notice)“. Under Article 29, the directors are empowered in cases where calls remain unpaid to serve a notice requiring payment and Article 30 requires that the notice shall name a further day (not earlier than the expiration of fourteen days, from the date of notice)“. Now, the resolution to which I have referred shows that the directors had duly decided to serve a notice on the Applicant-company and had fixed a further day for payment viz., 31st March, 1941, which, at the time of their resolution, gave a notice of more than 14 days. The notice (Exhibit R-10) sent by the managing agents to the Applicant-company was also on the face of it, a compliance with the requirements of Article 30, for it was dated the 15th March and required payment”on or before the 31st March, 1941“, that is, 16 days later. But, as I have already stated, it is admitted that this notice was not despatched until the 17th March and was not, in fact, received by the Applicantcompany in the ordinary course of post until the 20th March. Thus,”the provision of Article 30 that the further day to be appointed should not be earlier than the expiration of 14 days from the date of the notice, was not complied with, whether “the date of the notice” is taken to be the date of its despatch, the 17th March, or the date of its receipt, the 20th March. The only argument raised on behalf of the Respondent-company on this, the fundamental point of the whole case, is that the words “the date of the notice” in Article 30 are properly referrable in this case to the date typed on the notice, Exhibit R. 10. Not unnaturally this point was not very strenuously urged. In my view it is clearly untenable. To interpret those words as meaning the date printed on the notice would be to render the whole provision absurd. It is, I think, unnecessary to deal with the point in any detail. It will suffice if I say that I am satisfied that the notice issued to the Applicant-company was not in conformity with the requirement of Article 30 of the Articles of Association. The Applicant-company bases its claim to rectification of the register on this irregularity. It is contended that it invalidates the subsequent resolution of forfeiture and I am satisfied that this contention is sound. The Applicant-company bases its claim to rectification of the register on this irregularity. It is contended that it invalidates the subsequent resolution of forfeiture and I am satisfied that this contention is sound. (vide Johnson v. Lyttle’s Iron Agency1,followed in Lakshmiah v.Adoni Electric Supply Co., Ltd.2 As was observed by Lord Romer in Premila Devi v. The Peoples Bank of Northern India, Ltd.3 “This may seem to be somewhat technical; but in the matter of the forfeiture of shares, technicalities must be strictly observed.” I hold accordingly that the forfeiture of the Applicant-company’s shares by the resolution of the 5th September, 1941, was invalid. As I have already observed, it is contended in the first place on behalf of the Respondent-company that the forfeiture was valid and that contention is based on the argument that the notice was one complying with Article 30 inasmuch as it was dated more than 14 days before the date when the money was payable. Counsel for the Respondent-company, in the event which happens — of my refusing to accept his first contention, — submitted that the Applicant-company is not now entitled to relief. He bases his contention in this respect on the grounds of estoppel, acquiescence and laches. In developing his argument on these matters, he was in some difficulty as to the position of the Applicantcompany; but finally he accepted that the Applicant-company must, by virtue of section 247(6) of the Companies Act, be deemed to have been in existence throughout. On that footing, he referred to and relied on the following facts in support of his contentions. Following the forfeiture on the 5th September, 1941, the Respondent-company on the 10th September, 1941 gave notice of the forfeiture (Ex. R. II) to the Applicant-company at its address as stated in the Respondent-company’s register of members. Admittedly, this notice was, in fact, returned unserved through the Postal Department. But it is contended on behalf of the Respondent-company that it must be regarded as having been communicated in view of the fictional existence of the Applicant-company, notwithstanding its dissolution as from the day previous, the 9th September, 1941. It is of course not suggested that this notice was in any way necessary to complete the forfeiture of the shares (vide Knight’s case. It is of course not suggested that this notice was in any way necessary to complete the forfeiture of the shares (vide Knight’s case. 4).What is said is that it shows that the Respondent-company, at the earliest possible date, informed the Applicant-company of the forfeiture, a fact, which it is urged, is most relevant in a consideration of that company’s subsequent conduct. Further, on the 16th November, 1941, the forfeited shares were re-allotted and on the 17th November, 1941, another notice (Exhibit R-15) was sent to the Applicant-company informing it of a resolution of the Respondent-company’s directors requesting the immediate return to the Respondent-company of the necessary papers connected with the forfeited shares. This last notice was again addressed to the Applicant-company at its address entered in the Respondent-company’s register of members. Now, it is common ground that at some date prior to the date when it was struck off the register the Applicant-company had changed its registered office. Its new one was the residence of Govindarajulu Chetti. The address to which these notices were sent was the old registered office which was still shown as its address in the register of members of the Respondent-company. Now I am satisfied that apart from any other consideration, the despatch of a notice to a company-shareholder would be good notice, if it were addressed to the address given by the member-company and entered in the register of members of the company in which it is a shareholder and this, notwithstanding that the member-company may have properly and validly changed its registered office in the meantime. But whether notice can be imputed in the circumstances of the present case, when the company had been dissolved prior to the date of the notice, is a question, which I do not find it necessary to decide. But I will assume for the purposes of deciding this case that such notices were operative and that the Applicant-company may now be regarded as having received those notices in the ordinary course. On the basis of that assumption and of the circumstances set out, counsel for the Respondent-company contends that the Applicant-company is estopped from seeking the present relief. But I will assume for the purposes of deciding this case that such notices were operative and that the Applicant-company may now be regarded as having received those notices in the ordinary course. On the basis of that assumption and of the circumstances set out, counsel for the Respondent-company contends that the Applicant-company is estopped from seeking the present relief. He says that the notices referred to, establish that the Applicant-company was fully aware of the forfeiture and of the re-allocation of the shares to strangers and that notwithstanding that knowledge, the Applicantcompany omitted to take any action to set aside the forfeiture. These circumstances, he says, estop the Applicant-company from securing the relief now asked for. I am satisfied that they do not. In my view, the omission of the Applicant-company to take action for the setting aside of the forfeiture can operate as estoppel only if that omission caused the Respondent-company to act in a way that it would not otherwise have done. The matter may conveniently, I think, be expressed in the form of a question: Did those circumstances constitute an omission by the Applicant-company by which it intentionally caused the Respondent-company to believe that it (the Applicant-company) accepted the forfeiture as valid and to act on that belief by re-issuing the shares to others? I find it impossible in the present case on the evidence before me to hold either that the omission of the Applicant-company to take action caused the Respondent-company to believe that the Applicant-company accepted the forfeiture, or that it caused the Respondent-company to re-issue the forfeited shares to others. Accordingly, I hold that the circumstances of this case do not give rise to any estoppel. I may say shortly that I am satisfied that there can be no estoppel, unless the act or omission relied on have, in fact, caused the other party to act in a way different from what it otherwise would have done. I am fortified in this view by the observations of Lord Shand in delivering the judgment of the Privy Council in the case of Sarat Chunder Dey v. Gopal Chunder Laha5. I have now to consider the further contention of the Respondent-company that the Applicantcompany is barred from the relief sought by reason of its acquiescence and laches. I am fortified in this view by the observations of Lord Shand in delivering the judgment of the Privy Council in the case of Sarat Chunder Dey v. Gopal Chunder Laha5. I have now to consider the further contention of the Respondent-company that the Applicantcompany is barred from the relief sought by reason of its acquiescence and laches. According to the author of the section on Equity in Halsbury’s Laws of England, Volume 13 (Hailsham Edition) (page 208): “The term ‘acquiescence’ is used in two senses. In its proper legal sense it implies that a person abstains from interfering while a violation of his legal rights is in progress: in another sense it implies that he refrains from seeking redress when a violation of his rights of which he did not know at the time, is brought to his notice.” The author proceeds to express the view that “acquiescence” used in the first of these two senses operates by way of estoppel whilst in the second sense it is to be regarded as an element in laches. I may say with respect that I accept this view as correct. Now I have held that there is no estoppel against the Applicant-company and accordingly it is unnecessary for me to consider further the defence of acquiescence in that sense. It remains only to consider whether the claim of the Applicant-company is to be regarded as barred by laches. Now it is well settled law that this defence is only allowed where there is no statutory bar (see The Garden Gully United Quartz Minining Co. v. McLister6, and Muthuswami Chetti v. Chinnammal7)and that whether the statutory bar operates either expressly or by way of analogy. There is no statutory bar of limitation in respect of an application under the Companies Act for rectification, but I am satisfied that such an application would always be dismissed on the ground of limitation if a suit for the same relief would have been barred. I make this observation, of course, with regard only to applications for rectification of a company’s register when that company is itself not in liquidation. Different considerations may arise when an order for liquidation of a company had been made. Accordingly I hold that there can be no operative bar against the Applicant-company on the ground of mere laches. I make this observation, of course, with regard only to applications for rectification of a company’s register when that company is itself not in liquidation. Different considerations may arise when an order for liquidation of a company had been made. Accordingly I hold that there can be no operative bar against the Applicant-company on the ground of mere laches. The only question is whether a suit filed by the Applicant-company for this relief would have been barred by the Law of Limitation. It is urged on behalf of the Respondent-company that a suit for this relief would be governed by Article 49 of the Limitation Act, because the relief in fact is one for the return of moveable property. Reliance is placed on section 28 of the Indian Companies Act, which enacts that shares are moveable property. Both, sides agree that there is no direct authority on this point. On a consideration of Article 49, I am satisfied that it cannot have application to a suit for a declaration that a forfeiture of shares is invalid and for the ancillary relief of rectification of the register by replacing the name of the owner of the forfeited shares. It is not suggested that any other article of the Limitation Act is directly applicable and accordingly the article to be applied must be the residuary article, Article 120. That article provides a period of six years from when the right to sue accrues. Now, in this case, the right to sue clearly accrued on 5th September, 1941, when the shares were forfeited and a suit for the relief now prayed would have been barred on 5th September, 1947. The present application was filed in March, 1946. Accordingly, I hold that the application is within time. At an early stage in his argument, counsel for the respondent indicated an argument in the alternative. That was, as I understood it, to be based on a contention that in the circumstances of this case the Applicant-company would be affected by the acts of its former directors, Govindaraju Chetti, and Sundara Ayyar. Govindarajulu Chetti was adjudicated an insolvent in January, 1940 and accordingly ceased to be a director at that time. At the time of the forfeiture, therefore, and thereafter, no act of his could affect this company, nor could his knowledge be imputed to the company. Govindarajulu Chetti was adjudicated an insolvent in January, 1940 and accordingly ceased to be a director at that time. At the time of the forfeiture, therefore, and thereafter, no act of his could affect this company, nor could his knowledge be imputed to the company. My attention was not called to any evidence establishing conduct on the part of Sundara Ayyar which would have affected this company with any greater degree of notice than that which I have assumed for the purpose of disposing of this application. Later in his argument, however, counsel for the Respondent-company, though he did not expressly give up this alternative plea was content to base his argument on the fictional continuance of the Applicant-company despite his having been struck off the register between the 9th September, 1941 and 16th February, 1945. The alternative argument was only indicated in outline and was not developed and accordingly no decision on it is called for. I may observe, however, that I am satisfied that the case for the Respondent-company based on it would not have been any stronger, if as strong as the case based on the fictional continuance of the Applicant-company throughout. There was also a contention raised in the Respondent-company’s counter-affidavit that the right to the forfeited shares must be regarded as having vested in the Crown as bona vacantia at the date of the dissolution of the Applicant-company. No argument, however, has been addressed to me on this point and the Respondent-company must be taken to have given it up. In any event, I am satisfied that there is no substance in the point. As I have already observed, it is expressly provided in section 247(6) of the Act that a company restored to the register shall be deemed to have continued in existence as if its name had not been struck off. That being so, and as the Applicant-company has been duly restored to the register, there is in my view no ground for the contention. It now remains to consider the form of order properly to be granted to the Applicant-company. In the summons the Applicant-company asked for rectification of the register “by restoring the name of Shah Mulchand & Co., Ltd., to the said register in respect of 5,000 shares numbering (sic) 15,048 to 20,047”. It now remains to consider the form of order properly to be granted to the Applicant-company. In the summons the Applicant-company asked for rectification of the register “by restoring the name of Shah Mulchand & Co., Ltd., to the said register in respect of 5,000 shares numbering (sic) 15,048 to 20,047”. But it is agreed by both parties before me that it will be in the circumstances impossible to make such an order. This is because the shares in question have been reduced in value on a scheme by the Respondent-company for reduction if its capital which was approved by this Court on nth August, 1944, in O.P. No. 84 of 1944. That reduction of capital was effected as follows: The Respondent-company had 84,000 issued shares of Rs. 10 each fully paid. Its authorised capital was 1,00,000 of Rs. 10 shares. The reduction was effected by halving the face value of the 84,000 shares which had been issued and repaying to the shareholders of Rs. 5 in respect of each share. The authorised capital of the company was in this way reduced to Rs. 5,80,000 divided into 16,000 shares of Rs. 10 each and 84,000 shares of Rs. 5 each. The 16,000 Rs. 10 shares are, as I understand it, still unissued. In these circumstances, it is clearly impossible for me to direct that the Applicant-company shall be replaced on the register in respect of its original shares as the reduction was effected at a time when the Applicant-company had no say in the affairs of the Respondent-company. It is agreed by both parties that the proper order will be for the Applicant-company to be placed on the register in respect of 5,000 of the unissued Rs. 10 shares and I order accordingly. This, however, gives rise to one difficulty. Ordinarily, on such an order being made, the shareholder whose name is replaced on the register is entitled to the dividends which have been paid on the forfeited shares from the date of forfeiture. In this case, as the parties consent to the matter being disposed of by allotting to the applicant unissued shares, there can, it seems to me, be no order for payment of the dividends. Counsel for the Respondent-company leaves the solution of this difficulty to me. In this case, as the parties consent to the matter being disposed of by allotting to the applicant unissued shares, there can, it seems to me, be no order for payment of the dividends. Counsel for the Respondent-company leaves the solution of this difficulty to me. Counsel for the Applicantcompany suggests that the difficulty may most suitably be overcome by his company foregoing any claim to the accrued dividends in consideration of its not being called upon to pay any interest on the overdue call money. The amount due by the Applicant-company on the 5,000 shares originally held was Rs. 25,000. Of this sum, Rs. 10,000 was payable on 1st October, 1939, and the balance of Rs. 15,000 was payable on 1st December, 1939. By Article 19 of the Respondent-company’s Articles of Association calls in arrears are chargeable with interest at the rate of 9 per cent per annum. I indicated my intention, if an order was granted in the Applicant-company’s favour for rectification, to impose as a condition the payment by it of the calls in arrears, Rs. 25,000, together with interest under Article 19 up-to-date. The suggestion of the Applicant-company is that it is prepared to forego any claim to the accrued dividends if it is not required to pay the interest on the outstanding call money. This seems to me to be a very reasonable suggestion. The Respondent-company has paid dividends of 20 per cent free of tax on its capital in three of the years in question,so that the amount which would ordinarily have been payable in respect of dividend would have been very substantial. I direct accordingly that on insertion of the name of the Applicant-company as owner of Rs. 5,000 of the unissued shares, the Applicant-company shall pay to the Respondent-company only Rs.25,000 being the amount of calls in arrears. This sum shall be payable within two months. The Respondentcompany will file notice of this rectification with the Registrar within a fortnight from the date of completion of the order. It will, of course, be open to the Official Receiver if any difficulty is experienced in raising the necessary money in that time to apply to me in the winding up proceedings for further directions. The formal order to be drawn up will contain no provision for payment of the accrued dividends or for payment of the interest on the sum of Rs. 25,000. The formal order to be drawn up will contain no provision for payment of the accrued dividends or for payment of the interest on the sum of Rs. 25,000. The Respondent-company will pay the taxed costs of this application. This has been a case of considerable complexity and one in which I am deeply indebted to Counsel on both sides for their able and carefully considered arguments. I have no hesitation in certifying the case as one fit for two Counsel. On appeal from the above judgment and Order of the Honourable Mr. Justice Clark, dated 15th November, 1946, and made in the exercise of the Ordinary Original Civil Jurisdiction of the High Court in Application No. 599 of 1946.