Judgment Ashim Kumar Banerjee, J. Hindustan Copper Limited, the appellant above named, is a wholly owned Government Company, principally, working in the field of excavation of copper and copper ore and deal with metals including copper, lead, zinc etc. They entered into an agreement with the respondent for excavation of copper ore in the State of Madhya Pradesh. The respondent executed the work and, from time to time, submitted running bills, those were paid. The final bill that was raised, is appearing at page 17 of the paper book. We find from the billing summary, a sum of rupees twenty three crores thirty two lacs fifty six thousand seven hundred sixteen was billed for the cumulative value of work done by the respondent. After taking into account the running bills, a sum of rupees six crores twenty two lacs became due and payable which would come to six crores ninety eight lacs after adding the Service Tax and giving credit to the sums paid on that account, a sum of rupees one crore forty nine lacs became due and payable. Ultimately, the net amount as passed for payment was rupees one crore thirty three lacs ninety four thousand four hundred and ninety two for which respondent filed a winding up petition as against the appellant being C.P. No.297 of 2009. The facts would depict, initially, the respondent approached the High Court of Madhya Pradesh by filing a Writ Petition, inter alia, claiming for the said sum. The learned Single Judge dismissed the Writ Petition by observing, “for issuing a mandamus, crystallization of a legal right would be the basis. The document relied upon by the petitioner is full of incursions and interpolations which are apparently not been certified by any authority.” The learned Judge referred to the document at page 17. A Writ appeal was filed. The Division Bench observed, “without entering into the merits of the case, we are only inclined to grant liberty to the appellant to submit a representation to the Chairman-Cum-Managing Director of the respondent Company to deal with the facet of payment and if the same is admitted, the authority shall act accordingly. In any case, the representation shall be dealt with as per law and be disposed of within a period of two months from the date of receipt of the same.” A Review Petition was filed that was dismissed after condoning the delay. In any case, the representation shall be dealt with as per law and be disposed of within a period of two months from the date of receipt of the same.” A Review Petition was filed that was dismissed after condoning the delay. The respondent made a representation as we find from page 22-24. They contended to have excavated thirteen crores fifty eight lacs cubic meter. They also claimed to have certified removal of thirteen crores forty eight lacs cubic meter as per the joint measurement. Final bill was settled at rupees one crore thirty three lacs that was passed for payment. In such view, they prayed for payment within twenty one days with a caution that they would be moving the learned Company Judge having appropriate jurisdiction for winding up of the appellant company. The company did not reply to the notice of demand. Company filed an Affidavit-in-Opposition that would indicate no plausible reason to resist the order of winding up as pointed out by the learned Single Judge. The learned Judge found that the company only disputed the payability of the claim. His Lordship admitted the winding up petition and directed advertisement to be published. The appellant filed an appeal. The learned Judge dismissed the appeal finding it a defective one with liberty to file appeal afresh. Accordingly, a second appeal was filed as against the order of admission. However, the respondent, in the meantime, proceeded to advertise the notice that appeared before the learned Single Judge again. The company could not file affidavit at the post admission stage. The learned Judge did not have any other option but to pass an order of winding up that would give rise to the other appeal being A.P.O. No.299 of 2012. The learned Judge recorded, “a casual prayer is made on behalf of the company for extension of time to file its Affidavit-in-Opposition at the post advertisement stage. It is almost taken for granted that since the company is a Government Company any prayer made for extension of time of any length would be taken as a command by Court and slavishly followed. These Government Organizations and their officers must be disabused of such impression as of yesterday.” His Lordship declined to extend the time and passed an order of winding up. These Government Organizations and their officers must be disabused of such impression as of yesterday.” His Lordship declined to extend the time and passed an order of winding up. Pertinent to note, despite advertisement, being published, no one has come up before the learned Single Judge either to support or oppose the winding up proceeding. We admitted both the appeals and issued expeditious direction for hearing of the appeal. As and by way of interim measure we asked the appellant company to secure the claim by furnishing a bank guarantee for rupees one crore thirty four lacs. The company duly furnished such guarantee in favour of the Registrar, Original Side. We stayed the order of winding up. The appeals were heard on the above mentioned date. Mr. Tilak Bose, learned senior counsel appearing for the appellant contended that the company was quite a solvent company as would appear from its balance sheet. It had a carry forward positive balance of rupees four hundred ninety crores. It had fifty one hundred manpower working in various establishments of the company being engaged in the field of copper. The learned Judge should have granted at least one extension to file affidavit to place it on record the worth of the company, particularly when none other than the respondent came to support the prayer for winding up. Mr. Bose relied on the decision in the case of M/s. Mechalec Engineers & Manufacturers –VS-M/s. Basic Equipment Corporation reported in All India Reporter 1977 Supreme Court Page-577. He would rely upon Clause-(c) and Clause-(e)of paragraph 8 to support his contention. The said two Clauses being relevant herein are quoted below : c) If the defendant discloses such facts as may be deemed sufficient to entitle him to defend that is to say, although the affidavit does not positively and immediately make it clear that he had a defence, yet, it was such a state of facts as leads to the inference that at the trial of the action he may be able to establish a defence to the plaintiff’s claim the plaintiff is not entitled to judgment and the defendant is entitled to leave to defend but in such a case the Court may in its discretion impose conditions as to the time or mode of trial but not as to payment into Court or furnishing security. e) If the defendant has no defence or the defence is illusory or sham practically moonshine then although ordinarily the plaintiff is entitled to leave to sign judgment, the Court may protect the plaintiff by only allowing the defence to proceed if the amount claimed is paid into Court or otherwise secured and give leave to the defendant on such condition and thereby show mercy to the defendant by enabling him to try to prove a defence.” He also informed us, on the self-same issue, an arbitration proceeding was going on. He referred to the minutes of the arbitration proceedings appearing at pages 72-77 of the paper book that would show that on the identical issue, the Chairman-cum-Managing Director appointed Arbitrator to adjudicate the disputes between the parties and the arbitration proceeding was going on. He informed us that the next date of arbitration was fixed on in August 2012 that too, at the instance of the learned counsel appearing for the respondent. He prayed for setting aside of the order of admission so merged in the order of winding up coupled with a prayer for permanent stay of the winding up proceeding. Opposing the appeal, Mr. Supriyo Bose, learned counsel appearing for the respondent contended that the respondent excavated copper ore for which bills were submitted and the final bill was passed for payment for the admitted sum of rupees one crore thirty four lacs. Apart from the said sum, the respondent had a claim that was disputed by the company pending adjudication in arbitration. Mr. Bose contended that the amount covered in the winding up petition was not the subject matter of arbitration. Hence, the company was bound to make payment of the amount so passed for payment. He prayed for appropriate order for encashment of the bank guarantee in protanto satisfaction of his claim. The conduct of the appellant company was deplorable. They took it for granted that the Court would show lenience to the appellant because of their governmental status. The appellant did not take the proceeding seriously. The aspect of arbitration was never highlighted before His Lordship at least, we do not find any such eventuality. When the petition was admitted the company should have been vigilant enough to prefer appeal. Earlier defective appeal was dismissed with liberty to prefer the appeal afresh that was done at a belated stage. The aspect of arbitration was never highlighted before His Lordship at least, we do not find any such eventuality. When the petition was admitted the company should have been vigilant enough to prefer appeal. Earlier defective appeal was dismissed with liberty to prefer the appeal afresh that was done at a belated stage. The appellant did not file affidavit at the post admission stage. However, the learned Judge put them on terms and should have granted opportunity to file affidavit particularly when none approached His Lordship supporting the prayer for winding up. As observed by us hereinbefore, the company having rupees four hundred ninety crores profit for the financial year 2010-11 and manpower of fifty one hundred, could not have been wound up that too, at the instance of an unsecured creditor whose claim is yet to be adjudicated upon in a pending arbitration proceeding. Mr. Supriyo Bose, learned counsel strenuously contended, the arbitration would relate to additional claims. We do not find any definite assertion on that score. From the photostat copies of the documents related to arbitration as submitted before us we would find that the claim in the arbitration would relate to excavation and removal of copper ore under the self-same agreement against which the petitioning creditor claimed rupees one crore thirty four lacs. From the reply submitted by the appellant we find that the respondent contended before the arbitrator that the final bill was passed for rupees one crore thirty four lacs that was withheld in absence of sanction from the Board of Directors. The core issue in the arbitration, as we find from the reply, is as to whether the appellant company would be obliged to pay for the additional excavation done by the respondent. The respondent claimed that the company took benefit of such work hence, they were obliged to make payment for the additional quantity in accordance with the provisions of Section 73 of the Indian Contract Act. We also find that the claim in the arbitration would relate to the identical amount being value of the final bill that was sought to be passed by the appellant company. It is admitted position arbitration is still pending and awaiting its disposal. The decision in the case of Haryana Telecom Ltd. –VS-Sterlite Industries (India) Ltd. reported in All India Reporter 1999 Supreme Court Page-2354 would be of no assistance to us. It is admitted position arbitration is still pending and awaiting its disposal. The decision in the case of Haryana Telecom Ltd. –VS-Sterlite Industries (India) Ltd. reported in All India Reporter 1999 Supreme Court Page-2354 would be of no assistance to us. In the said decision the issue was raised as to whether a winding up proceeding could be stayed under Section 8 of the Arbitration and Conciliation Act, 1996. The Apex Court observed that the power of winding up of a company was conferred on the Court and notwithstanding any arbitration agreement between the parties the arbitrator would have no jurisdiction to pass the said order. We fail to appreciate, how this decision would help us to decide the present controversy. In the instant case, the subject matter of the claim was itself pending and awaiting decision of the arbitrator. Pursuant to our order the appellant already secured the entire claim through bank guarantee. We also permitted the respondent to withdraw the amount through encashment of bank guarantee by giving counter guarantee for the same. The Registrar would hold the same till disposal of the arbitration proceeding and would get it renewed from time to time. We thus hold that this is not a fit and proper case to wind up the appellant company. In this regard, we may refer to Clause (e) of the guideline so stipulated in the case of Kiranmayee Devi reported in Volume-49, Calcutta Weekly Notes Page-246. “e) If the defendant has no defence or the defence is illusory or sham practically moonshine then although ordinarily the plaintiff is entitled to leave to sign judgment, the Court may protect the plaintiff by only allowing the defence to proceed if the amount claimed is paid into Court or otherwise secured and give leave to the defendant on such condition and thereby show mercy to the defendant by enabling him to try to prove a defence.” We feel, both the appeals must succeed. The order of admission of the winding up proceeding dated February 6, 2012 is set aside. The judgment and order dated July 2, 2012 passing a final order of winding up of the appellant company is also set aside. The Appeal No.289 of 2012 and 299 of 2012 are allowed and disposed of without however any order as to costs. The order of admission of the winding up proceeding dated February 6, 2012 is set aside. The judgment and order dated July 2, 2012 passing a final order of winding up of the appellant company is also set aside. The Appeal No.289 of 2012 and 299 of 2012 are allowed and disposed of without however any order as to costs. g) Williams Harold Gibbs vs. Deva Prosad Roy (85 CLJ 280); An Administrator pendent elite has the estate of the deceased vested in him. h) AIR 1933 Bom 342, Pandurang Shamrao Laun & ors. vs. Dwarkadas Kalliandas & ors.; APL and Receiver under Succession Act, 1925, Section 247 It was held that -the position of an administrator pendente lite is similar to that of a receiver, with this distinction that the administrator pendent elite represents the estate of the deceased for all purposes except distribution i) Bajranglal Khemka & ors. vs. Smt. Sheela Devi & ors. [(1970) 74 CWN 444]; It was held that under Section 247 of the Indian Succession Act, 1925, the administrators pendent elite has all the powers of a general administrator and under Section 211 of the said Act all the properties of the deceased vest in him. The difference between the position of a Receiver or a sequestrator on the one hand and that of a general administrator of a deceased on the other, is that while the estate of the deceased vests in the general administrator, no property vests in a receiver or a sequestrator. j) In Buchan’s case [(1879) 4 App Cases 583] it was held that transfer of shares of the testator into the name of his executor, the transfer has to be authorized by a distinct and intelligent request on the part of the executor that the shares should be dealt with in this way, and that reasonable opportunity was afforded to the executor to transfer the shares to a purchaser in the ordinary course of administration of the estate, if he did not wish to have them placed in his own name. Therefore, according to the respondent the shares can be registered in the names of APL as representation of the deceased share holder on such request being made. Therefore, according to the respondent the shares can be registered in the names of APL as representation of the deceased share holder on such request being made. k) Betty Suresh Mahindra vs. Marthanda Singh Mahindra (ILR (1991) Kar 735); Administrator pendente lite-powers of general administration except right to distribute and subject to immediate control of High Court-Not analogous to appointment of Receiver-Even if Receiver appointed in original suit between parties, probate Court can appoint Administrator pendente lite, if just and proper-Indian Succession Act, 1925, S.247. Held : Administrator pendente lite could be appointed provided that there is a lis and the question of validity of the will is pending in the Court in the probate proceedings and the preservation of property until the dispute as to the validity of the existence of will itself is decided. S.247 of the Indian Succession Act authorises the Court during the pendency of the probate proceedings, to appoint an Administrator pendente lite and providesthat such Administrator shall have all rights and powers of general administration except the right to distribute the estate and that every Administrator shall be subject to the immediate control of the High Court and under the direction of the High Court, the appointment of the Administrator is purely discretionary. l) M/s. World Wide Agencies Pvt. Ltd. & anr. vs. Mrs. Margarat T. Desor & ors. ( AIR 1990 SC 737 , 66 Comp. Cases 5) Oppression an mismanagement-petition for removal-Locus standi-legal representative of deceased member can move such petition-Companies Act, 1956, SS 397 and 398 Held : The legal representatives of deceased member whose name is still on the register of members are entitled to petition under sections 397, 398. To substantiate the contention that APL can represent the estate of the deceased till the decision in a probate proceeding as Personal representative of deceased Member on whom title to his shares devolved by operation of law-Is ‘member’ for purposes of Section 397-Companies Act, 1956, Section 397. “Transmission” means an immediate or instantaneous sending across In this sense, when one is dealing with transmission of shares, it must mean that upon the death of the last holder of shares, in law, there is an instantaneous transfer of ownership to the heirs of the last holder, and the property therein must vest in the heirs from the moment of death onwards. This would happen by virtue of operation of the law of succession. This position, that ownership of property rights vis-à-vis the shares held by the deceased is transferred to the heirs of a deceased holder, is recognized by necessary intendment by the proviso to Section 108 of the Companies Act, 1956. On its true construction, Section 210 of the Companies Act, 1948 (U.K) (corresponding to Section 397 of the Companies Act, 1956) requires that the word “member” should include the personal representatives of the deceased member on whom title to his shares devolved by operation of law. m) (1970) 1 WLR 1194, Jermyn Street Turkish Baths Ltd.; No particular form is required by statute or under the articles of this company for registration of personal representatives in the register of members of the company. The nature of the entry in the company’s register must depend on the contention of the parties. All that is required is “a distinct and intelligent request” on the part of the executors. What the administrators were requesting was not merely to have a note of the letters of administration entered on the register, but to be registered themselves as members of the company. n) AIR 1986 SC 1370 , Life Insurance Corporation of India vs. Escorts Ltd. & ors.; On transfer of rights of a shareholder-Transfer of shares-Transferee becomes owner of beneficial interest-Legal title continues with transferor until transfer is registered in books of company-Companies Act, 1956, Section 111. It was held that a share is transferable but while a transfer may be effective between transferor and transferee from the date of transfer, the transfer is truly complete and the transferee becomes a shareholder in the true and full sense of the term, with all the rights of a share holder, only when the transfer is registered in the company’s register. A transfer effective between the transferor and transferee is not effective as against the company and persons without notice of the transfer until the transfer is registered in the company’s register. Indeed until the transfer is registered in the books of the company the person whose name is found in the register alone is entitled to receive the dividends, not withstanding that he has already parted with his interest in the shares. Indeed until the transfer is registered in the books of the company the person whose name is found in the register alone is entitled to receive the dividends, not withstanding that he has already parted with his interest in the shares. However, on the transfer of shares, the transferee becomes the owner of the beneficial interest though the legal title continues with the transferor. The relationship of trustee and ‘cestui que trust’ is established and the transferor is bound to comply with all the reasonable directions that the transferee may give. He also becomes a trustee of the dividends as also of the right to vote. The right of the transferee to get on the register must be exercised with due diligence and the principle of equity which makes the transferor a constructive trustee does not extend to a case where a transferee takes no active interest to get on register. It is the contention of the respondent that the appellants have relied on the judgment of a Division Bench of this Hon’ble Court in Mahamaya Dassi vs. Commissioner of Income Tax reported in (1980) 126 ITR 748 , for the purpose of submitting that the estate of the deceased does not vest in an APL. According to them, in Mahamaya Dassi (supra) the Division Bench of this Court in the context of Section 168 of the Income Tax Act, 1961, observed : “Therefore, when a suit was pending touching the validity of the will there was nobody to give a legal discharge and in that context it was observed that the administrator pendente lite had the estate vested in him and it did not mean that the property became vested in the administrator pendente lite beneficially and for all purposes and the income of the beneficiary became the income of the administrator pendente lite. Reliance was also placed on certain observations of the Division Bench of this Court in the case of Bajranglal Khemka vs. Smt. Sheila Devi [1970] 74 CWN 444, where the court observed that the administrator pendente lite had all the powers of a general administrator that the estate of the deceased vested in him. The attention of the court was not drawn to the fact that the administrator pendente lite did not have the power to distribute the assets that the general administrator had as we have noted from the section itself. The attention of the court was not drawn to the fact that the administrator pendente lite did not have the power to distribute the assets that the general administrator had as we have noted from the section itself. But the said observations, in our opinion, do not in any way affect the position as to whether the administrator spoken of in the Explanation to Section 168 is an administrator pendente lite or not. But the rights vested in an administrator pendente lite are limited as have been mentioned in Section 247 of the Succession Act and it is analogous to the rights of a receiver under Order 40 of the Code of Civil Procedure.” It is submitted that the ratio of Mayamay Dassi (supra) is that APL is not an administrator as contemplated in the Explanation to Section 168 of the Income Tax Act, 1961. It is submitted that in subsequent cases like Champ Properties (P) Ltd. vs. CIT reported in 166 ITR 367, the ratio of Mahamaya Dassi (supra) has been stated by the Division Bench of this Hon’ble Court for the following proposition : “Assessment was one of the processes open in law to adjudicate the title of the parties or the shares of the parties. Assessment could not be held up by mere existence of a dispute as to title, till the final determination of proceedings, if any. It was open to the Income Tax Officer to decide who was the owner and to whom a particular income belonged. To that extent, the power of the Income Tax Officer was plenary…………. The Income tax Officer, however, has to decide the question in accordance with the other provisions of law. It is also open to the Income Tax authorities to make protective assessment.” The respondents have also referred to a decision of Madras High Court in CIT vs. Smt. P. Dhanalakshmi & ors., 215 ITR 662, the Division Bench of the Madras High Court has held as follows : “While considering a question of a similar nature in Mahamaya Dassi vs. C.I.T. (1980) 126 ITR 748 , The Calcutta High Court held that section 247 only contemplates the preservation of the property until the question as to the existence or the validity of the will is determined. An administrator pendente lite gets any right or authority not on the death of the testator but from the date of appointment and by virtue of appointment by the appropriate court. In view of the nature and duties required to be performed by the administrator pendente lite appointed under Section 247 of the Indian Succession Act and in view of the circumstances under which administrator pendente lite can be made, an administrator pendente lite is not an administrator as contemplated by section 168 of the Income Tax Act and Section 168 will not apply to him.” It is, therefore, contended that observations made in Mahamaya Dassi (supra) in the context of Explanation to Section 168 of the Income Tax Act may be a precedent for the purpose of Section 168 of the Income Tax Act but cannot be considered as a precedent under the Succession Act which is the general Act relating to Probate and Letters of Administration, including Section 247 of the ISA. The two Acts are not cognate Acts and do not relate to each other – they cover entirely different fields and a collateral decision under Section 168 of the Income Tax will not be a binding precedent under the ISA which directly deals with the rights and powers of APL in Section 247. We have heard the learned counsel for parties at length and considered the authorities cited before us. The jurisdiction to appoint and grant administration to APL vests in the Court of Probate and no other Court, where the necessity for the grant is made out. The position of an APL is similar to that of a Receiver, with this distinction that the APL represents the estate for all purposes (except distribution) whereas the Receiver does not represent the estate nor the parties but simply holds the estate for the benefit of the successful litigant. In our opinion, the rights and powers of the General Administrators over the estate of the deceased depends on the nature of the property both movable and immovable and the respective statute which governs acquisition and enjoyment of such property. In so far as stocks and shares of the companies are governed by the Companies Act. In our opinion, the rights and powers of the General Administrators over the estate of the deceased depends on the nature of the property both movable and immovable and the respective statute which governs acquisition and enjoyment of such property. In so far as stocks and shares of the companies are governed by the Companies Act. In the light of the rules and regulations under the Companies Act, there are two modes by which shares of a company can be obtained i.e. by transfer and/or transmission as provided under Section 108 of the Companies Act to be entered into the register of members. In the fact situation of the case the stocks and shares which forms major part of the estate left by the deceased are the subject matter of administration of the estate, and the only manner these can be administered is by exercising propriety rights in the shares except distribution to the beneficiaries till the final adjudication in the matter. The appellants/petitioners have specifically sought in their applications for being appointed as APL to enable him to collect dividends paid against the shares and all other incomes of the estate which is one of the trait and characteristic of the different kinds of rights emanating from ownership of shares, stocks of a company, as provided under the Companies Act, 1956. The appellants/petitioners have specifically sought in their applications for being appointed as APL to enable him to collect dividends paid against the shares and all other incomes of the estate which is one of the trait and characteristic of the different kinds of rights emanating from ownership of shares, stocks of a company, as provided under the Companies Act, 1956. Proprietary rights of ownership of stocks and shares like a) the right to vote at all meetings (Section 87); a) the right to requisition an extra ordinary general meeting of the company or to be a joint requisitionist (Section 169); b) the right to receive notice of a general meeting (172); c) the right to appoint proxy and inspect proxy registers (176); d) in the case of a body corporate which is a member, the right to appoint a representative to attend a general meeting on its behalf (187); e) the right to require the company to circulate his resolutions (188) Considering the fact that the Joint Administrators appointed by this Court will be required to administer property of the deceased including the share holding and stocks held by the deceased in various companies with the assured object of its protection and preservation, it cannot be said that the Joint Administrators would be mere spectators, if they are expected and/or permitted to collect dividend accruing out of these stocks and shares there is no reason why they should not be eligible and entitled to other privileges incidental to the ownership of such shares and stocks according to the exigencies found to exist as representative of the beneficiaries till the matter is finally decided by the Court and in their capacity as APL. Nothing prevents them to exercise all the rights, powers and privileges incidental to the ownership of the shares and stocks except that of distributing such estate to the legatees/beneficiaries which is required to be finally determined by the Court. Therefore, even though they are appointed by the Court as APL nothing prevents them in their capacity as representatives of the beneficiaries to exercise all such rights which flow from the ownership of the shares and so enjoyed by the deceased during her life time. Therefore, even though they are appointed by the Court as APL nothing prevents them in their capacity as representatives of the beneficiaries to exercise all such rights which flow from the ownership of the shares and so enjoyed by the deceased during her life time. Therefore, we have no hesitation to hold that in their capacity as representative of the deceased the estate of the deceased vests in them for that limited purpose of administering the same for the benefit of estate of which succession is in abeyance. It is true that in order to enjoy certain rights flowing from the shares and stocks of the companies held by the deceased they will have to apply to the respective companies to obtain such benefit viz. in case the company comes out with rights issue and/or bonus shares which otherwise can only be subscribed by the share holder. Therefore, as representative of the share holder they can always apply to the company to subscribe for such shares in their capacity “as representative of the deceased in the estate” and not as owners in their own names. In order to enjoy privileges incidental to the ownership of the shares an application will have to be made to the company as required by law to record their names in the Register of members and the companies will have to consider such an application in accordance with their Articles of Association and the provision of law which governs the same. We do not want to discuss the various facets of such exercise of rights of ownership of shares by the Joint Administrators as we think it better to leave it to their best discretion and wisdom and, according to the exigency found to exist. In such an event it would be always open to the parties if they are aggrieved to approach the Probate Court (which has appointed a committee of three persons) as Joint Administrators (who) are subject to the immediate control of the Court and shall act under its direction. We have to accept existence of such rights and powers in APL and the Court which appoints APL has every right to give directions to the Joint Administrators regarding the property as a mode of equitable relief. We have to accept existence of such rights and powers in APL and the Court which appoints APL has every right to give directions to the Joint Administrators regarding the property as a mode of equitable relief. In the present case, it is not disputed that the deceased has controlling block of shares in M.P. Birla Group of companies and if the rights flowing from such shares are kept in abeyance during the pendency of the suit it may be detrimental to the interest of the companies as a whole as the companies may be managed by minority shareholders and/or suffer at the hands of vested interest. We fail to understand the hesitation on the part of the appellants in permitting the Joint Administrators to approach the various companies of which the deceased owns and possess shares and stocks to get themselves recorded as representatives of the estate of the deceased appointed by the Court and to take all necessary steps to enjoy rights and privileges incidental to the ownership of the shares and stocks which consists of controlling power in M.P. Birla Group of Companies and safeguard the interest of the ultimate beneficiaries. This we say is necessary for the administration of the estate by way of an equitable relief and in the larger interest of the ultimate beneficiaries. Further this is not going to cause any prejudice to the parties to the suit as they will have every right to approach the Court to seek appropriate direction or order in case the Joint Administrators deviate from the trust and faith reposed in them to enable them to exercise all the rights and powers of a General Administrator qua the estate of the deceased including rights of share holding and stock subject to the exception of distributing such estate to any person for which they are accountable to the Court. To conclude, we find that the parties for the purpose of administration of the estate having agreed to appointment of 3 Member Committee as Joint Administrators they shall be entitled to exercise of the rights and powers of General Administrators over the estate of the deceased other than the right of distributing such estate and we, therefore, direct them i) to prepare and file an inventory of the assets of the estate and appraisal of the value of such assets and ii) to take over possession of the assets of the estate in the manner provided under the law considering the nature of the property. a) From Receivers and Special Officers appointed by the Probate Court; b) From Executor’s legal heirs; c) From the present Institution and companies as the case may be The Receivers and Special Officers, appointed by the learned Single Judge (Probate Court) will hand over the assets to the Joint Administrators. Receivers/Special Officers appointed by the Probate Court will on handing over the assets out of the estate of the deceased for which they were appointed will stand discharged on their submission and settlement of accounts by the Court. The appeals and applications stand disposed of, however there shall be no order as to costs.