TMI Blog2010 (9) TMI 911X X X X Extracts X X X X X X X X Extracts X X X X ..... . Respondent No. 1 company acknowledged the same on June 10, 1998 and transferred only 50 equity shares under Folio No. 14103 under Share Certificate No. 494791 in favour of the petitioner. Since respondent No. 1 company did not effect the transfer of the balance 750 shares, the petitioner had written several letters to respondent No. 1 company and finally given the notice on February 7, 1999, which was acknowledged by respondent No. 1 company. He further submitted that since the shares were purchased for a valuable consideration the petitioner being an absolute owner of the shares, approached the hon'ble Junior Civil Judge at Kamareddy, Nizamabad District, Andhra Pradesh and filed a suit being O. S. No. 36 of 1999 with the specific prayer to declare that the petitioner is the lawful owner of the aforesaid 750 shares and direct respondent No. 1 company to transfer the said shares in his name. The petitioner also moved an interim application being I. A. No. 165 of 1999 before the hon'ble Junior Civil Judge at Kamareddy, Nizamabad District, Andhra Pradesh for interim orders restraining respondent No. 1 company from transferring the said shares in favour of the third party. The hon'bl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cials of respondent No. 1 company colluding with respondent No. 2. Respondent No. 1 company has committed a breach of trust and surreptitiously transferred the shares to respondent No. 2. 3. Respondent No. 1 company filed its counter/reply dated September 1, 2008, stating that the allegations levelled by the petitioner are very serious and complex in nature and are beyond the scope of consideration before this Bench. The allegations, inter alia, relate to a rival claim over the shares, fraud, breach of trust, collusion, mala fide intention, etc. The petitioner has apparently been attracted by the increasing share value of the shares of respondent No. 1 company and has thought it fit to make use of this Bench as a platform to make big money by speculative litigation. As per section 111A of the Companies Act, 1956, the case of the petitioner is barred from being heard by this Bench. It is, therefore, imperative that the case of the petitioner be dismissed with exemplary costs. It is further submitted that since complicated question of facts and laws are involved including that of fraud, etc., demanding several issues to be framed, this matter needs only a full trial wherein several ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er deeds establishes that the shares mentioned therein were in fact in the ownership of respondent No. 2, Mr. Rupesh Sanghvi and not by the petitioner. It is, therefore, very clear that the petitioner never bought and consequently was never the owner of the impugned shares at the relevant time. A detailed trial need be undertaken to establish the said claim of the petitioner which in any event is not within the purview of this Bench. The petitioner Ms. Akula Gouri Shanker had lodged with respondent No. 1 company only one single transfer deed for 50 shares bearing distinctive numbers 31155331-380 under share certificate No. 494791. The said single transfer deed was apparently received in the month of May, 1998 and was duly processed and consequently the said 50 shares were transferred in favour of the petitioner. The remaining 750 shares that the petitioner is demanding for transfer and declaration were never owned by the petitioner. Hence, the petitioner is not a shareholder of respondent No. 1 company in relation with the impugned 750 shares and he had not made any transfer application. It is further submitted that in accordance with compulsory dematerialisation of shares Rules of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed to the company and the Company Law Board shall direct such company to register transfer of shares. The petitioner addressed letters to respondent No. 1 company and also got issued notice through advocate dated April 12, 1999 and filed suit being O. S. No. 36 of 1999 on May 6, 1999. Respondent No. 1 addressed letter to the petitioner dated May 30, 2003, wherein they state that the matter is at their most attention and will revert at the earliest. Thus, it is clear that respondent No. 1 is having full knowledge with regard to purchase of shares. However, the respondents did not take any further action in this regard nor intimated to the petitioner with regard to the remaining 750 shares explaining the reasons for non-transfer. The suit was disposed of on the ground that the subject-matter pertains to refusal of the transfer of shares which falls within the ambit of section 111A of the Companies Act before this Bench which is having jurisdiction. After filing the petition, the respondent filed its counter to the petition and took objection with regard to limitation and with regard to the nature of dispute which this Bench cannot decide in a summary proceedings dealing under section ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reverse side of the share transfer deed stamps have been affixed. Further, the petitioner enclosed photocopies of the share certificates wherein the folio number and the certificate number is tallying with the share transfer deed number. The photocopy of share transfer forms and share certificates appear to be genuine. The respondent-company did not enclose the share certificate though it is stated that they received the original share certificates from respondent No. 2. Not enclosing the share certificates along with the counter and simply raising technical objection with regard to disputed questions of facts and law, cannot be accepted. The stand of respondent No. 1 company that they received only 50 shares which was sent by the petitioner through courier but they have the knowledge that the petitioner had purchased 800 shares, hence it is presumed that respondent No. 1 company is having full knowledge regarding purchase of shares. Hence, respondent No. 1 company cannot deny the same having received the letters from the petitioner. As contended by respondent No. 1, this case does not fall under the category of complicated question of law and facts, hence the citations relied upo ..... X X X X Extracts X X X X X X X X Extracts X X X X
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