29 October 2013
Both terms are same and having the same meaning.
Shareholder means a person who hold the shares by having his name on the register of members. [Wala Wynand Mining Co. 52 LJ CH 88: 21 CH D 849; Howrah Trading Co. v CIT AIR 1959 SC 775] but in Kedar Nath Agarwal v Jay Engineering Works Ltd. (1963) 33 Comp Cas 102, a single judge of Calcutta High Court decided that where shares are transferred by a member, the transferee, though not yet registered in the books of the company would be a 'member' and the 'holder' and it was also observed by the learned judge that a 'member' shall be a 'holder' of shares, but a 'holder' may not be a 'member'. However, in 1974, a Division Bench of the Calcutta High Court in CWT, West Bengal III v Smt. Sumitra Devi Jalan 96 ITR 35, held that Art.19 of the Table A, says that the transferor shall be deemed to remains a holder of the shares until the name of the transferee is entered in the register of members in respect thereof. So, a person to be a member has to hold shares and the name of such person has to be entered on the register of members, kept by the company pursuant to section 150 of the Companies Act, 1956 and such company obviously must be a company limited by shares, or by guarantee but having a share capital or an unlimited company where capital is held by indefinite shares. Shareholder includes a person who has purchased the shares of a company and has lodged the transfer documents for registering as a shareholder. [Federal Bank Ltd. v Sarala Devi Rathi (1997) 88 Comp Cas 323, 325 (Raj)].
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