Judgment.- This petition under section 155 of the Companies Act, 1956, is for a direction to the first respondent to restore the petitioner’s name, as owner of the shares Nos. 9457 to 10156, thus rectify the share register and deliver to her the share certificates. The first respondent is a public limited liability company, registered under the Indian Companies Act, 1913, formerly known as Premier Life and General Insurance Co., Ltd., and since September, 1956, as the Premier Insurance Co., Ltd. The business of the first respondent is now confined to Motor insurance. The third respondent is the General Manager and a Director of the first respondent and the 4th respondent is the Chairman of the Board of Directors. The fifth respondent is an ex-director and the second respondent is the daughter of the third respondent. The petitioner is the daughter of the third respondent’s sister and the wife of his brother, one M. N. Somashekar. It is not in dispute that in October, 1953, the third respondent, who owned shares in the first respondent-company in excess of the limits permissible under the Insurance Act, 1938, transferred to the petitioner the shares in question. By resolution of the Board of Directors by circulation, the shares were transferred on 5th January, 1957, from the petitioner to the name of the second respondent. The first respondent actually informed the petitioner of the transfer by its letter dated 29th April, 1957. It appeared from this letter that the second respondent handed over to the first respondent the share transfer application of the petitioner dated 25th December, 1956, along with the relative share certificates and that in pursuance of the same, the Board of Directors resolved and transferred the shares in favour of the second respondent. The petitioner’s case is that she never gave any such share transfer application or delivered the share certificates, since they were right through with the first respondent, even from the date of their transfer to her. She would say that the transfer of the shares in her favour was in consideration of the remuneration of her husband for his services, as manager of the Madras Office of the first respondent and that the third respondent, taking advantage of the fact that the share certificates remained with the first defendant, transferred them without her knowledge, fraudulently and without consideration, in favour of his daughter, the second respondent. On the other hand, the second and third respondents maintain that the transfer of the shares in favour of the petitioner in 1953 was benami for the third respondent and that the petitioner transferred the shares in January, 1957, according to his instructions in favour of his daughter, the second respondent in fulfilment of his earlier promise to her. In his counteraffidavit, the third respondent took up the position that he transferred the shares to the petitioner nominally and without consideration and took from her simultaneously a blank transfer application which remained with him. He explained that he was led to so transfer , as he was in other similar instances, in view of the provisions of the Indian Insurance Act and the necessity for him to dispose of his excess share-holding. The 1st respondent stated in its counter-affidavit that it understood from the 3rd respondent that the petitioner was holding the shares as his benamidar and that as it received the necessary transfer deed together with the necessary share-certificates, the shares were transferred in her name. The 2nd respondent in her counter-affidavit pleaded that at the time of her marriage, her father had agreed to give her 700 shares of the 1st respondent company and that though she had been asking him off and on about the shares, the 3rd respondent, only in about December, 1956, gave her the shares and a transfer deed signed by the petitioner for transmission to the 1st respondent and transferred the shares in her favour. On the pleadings the points in controversy would be: (1) was the transfer of the shares to the petitioner for consideration or nominal or as benamidar for the 3rd respondent and (2) was the transfer of the shares in favour of the 2nd respondent fraudulent and without consideration? The evidence recorded by the Master of this Court covers even wider field but at the hearing of this petition, the controversy between the parties reduced itself to narrower grounds. Both Sri V. Thiyagarajan for the 1st respondent and Sri Varadacharya for respondents 2 and 3 did not pursue the case of benami or nominal transfer of the shares to the petitioner in 1953 but affirmed that by the transfer the 3rd respondent completely divested himself of his right, title and interest in the shares and the petitioner became the sole owner thereof. Indeed any other stand on behalf of these respondents would be in the teeth of the inhibition enjoined by the provisions of the Insurance Act, 1938, as they stood at the relevant time, against the holding by a person of shares in excess of the permissible limits. In view of the categorical admission made on behalf of these respondents that the petitioner became the absolute owner of the shares in October, 1953, it is unnecessary to decide the first of the points arising out of the pleadings. On the second point, it was not suggested by Counsel for respondents 1 to 3 that any consideration was paid to the petitioner for transfer of the shares to the second respondent. Sri V. Thiyagarajan contends that the delivery by the petitioner of the shares with a blank transfer application signed by her and subsequent transfer of shares to the 2nd respondent effectively conveyed the right, title and interest therein to the transferee. Normally this of course will be the correct legal position as was? held by the Privy Council in Maneckji v. Wadilal & Co.1. There Viscount. Dunedin speaking for the Board laid down: “In cases of sale of share contracts as soon as the seller hands over the certificates and blank transfers and the buyer accepts them and gives the seller the cheque, the goods become ascertained goods, the sale is complete and the property passes. From that time onward the seller can only sue buyer on the cheque or for the price of the share unpaid in that the cheque had not been honoured and he cannot sue any transferee from the buyer.” If the petitioner had handed over to the 3rd respondent the share certificates along with the blank transfer application and the 2nd respondent accepted them on payment, there could be little doubt that the 2nd respondent would have a valid title to them, but on the evidence on record, I am not satisfied that the petitioner delivered to the 3rd respondent the share certificates and the blank transfer form for consideration paid or to be paid for transfer of the property in the shares to the 2nd respondent. On the other hand, what had happened, as I think on the evidence, was that the 3rd respondent, with a view to defeat the statutory inhibition against excessive holding of shares, resorted to the device of transferring the shares in favour of the petitioner and at the same time retaining with him the share certificates and securing from her a blank transfer form and that when the insurance business had been nationalised and the statutory prohibition no longer obtained he used the blank transfer application in favour of his daughter, the 2nd respondent. If the 3rd respondent now says, as he does, that the transfer of the shares to the petitioner was an effective and valid transfer, he should be held to his word and not be permitted to resile from it, in the interest of public policy underlying the statutory prohibition against excessive holding of shares. But on that account I am not prepared to hold that the facts and circumstances, as just found, warrant, application of the principle of the Privy Council decision. I shall also presently show that the transfer of the shares in favour of the 2nd respondent was made without the knowledge of the petitioner and without consideration therefor. On behalf of respondents 2 and 3, their Counsel argued that contemporaneously with the transfer of the shares of the petitioner there was an oral understanding or agreement between her and the third respondent, that when the second respondent became a major, the petitioner should transfer the shares to her and that in that sense the petitioner was constituted as some sort of a trustee with a beneficial interest in favour of the second respondent. This case of oral understanding or agreement has not been specifically pleaded anywhere by the second or third respondent. Nor was their Counsel able to invite my attention to any part of the recorded evidence directed to such a case. But the evidence of the third respondent to which reference was made, only mentioned an understanding between him and his daughter the second respondent that at the time of her marriage, he would transfer the shares in her name. At the time of this agreement, the second respondent was supposed to be a minor and it is unbelievable that the father entered into such an agreement with his minor daughter. At the time of this agreement, the second respondent was supposed to be a minor and it is unbelievable that the father entered into such an agreement with his minor daughter. I, therefore, reject the new case of respondents 2 and 3 as to the alleged oral agreement between the petitioner and the third respondent. The circumstances in which the transfer of the shares in favour of the second respondent was made are not such as to inspire confidence. The evidence of respondents 3 and 5 is that the resolution to transfer the shares in favour of the second respondent was passed by circulation. The Board of Directors at the time consisted only of three members, the third respondent being the managing director. The fifth respondent who was another director, stated in his evidence that sometime in January, 1957, the third respondent went to his residence at Mysore, produced the circular resolution and wanted him to assent to it. But as he found that the resolution had not been signed by the other directors, and that it was not accompanied by the declaration form, he asked the third respondent and got the answer that the other directors would sign after he had given his approval and that the transfer in favour of the second respondent was made because the petitioner held the share’s benami for the third respondent and for his benefit. He also deposed to his having been told by the third respondent that he got the share transfer application in favour of his daughter from the petitioner sometime in December, 1956. The fifth respondent had earlier filed a counter-affidavit to the same effect and though the third respondent filed a reply, he did not denny the statement of the fifth respondent. The fifth respondent appears to be a respectable person and there is no reason to disbelieve his evidence. The third respondent has not only not produced this declaration but would now deny its existence. Though the resolution of the Board of Directors was passed in January, the first intimation about the transfer of the shares to the second respondent was sent to the petitioner only in April, 1957. From these circumstances and the evidence, I am inclined to think that the transfer of the shares to the second respondent was made behind the back of the petitioner without her knowledge and without any consideration passing to her. From these circumstances and the evidence, I am inclined to think that the transfer of the shares to the second respondent was made behind the back of the petitioner without her knowledge and without any consideration passing to her. Respondents 1 to 3 having categorically conceded before me through their respective Counsel that there was a valid and effective transfer of the shares in favour of the petitioner in October, 1953, I hold that there is no valid and effective transfer of the shares from the petitioner to the second respondent. Prayers (a) and (c) in paragraph 25 of the petition are ordered. The petitioner will be entitled to her costs from respondents 1 to 3. Prayer (b) was not argued ami is rejected. No orders are necessary on prayer (c). P.R.N.------ Order accordingly.