C.R. Das, (Member) - (1.) THIS petition arises on account of an allegation by the petitioner that a transfer of 3,450 shares claimed to be belonging to the petitioner in respondent No. 1 were illegally and fraudulently transferred, as claimed, under forged transfer deed pursuant to a gift deed showing petitioner No. 1 as having transferred as many shares to respondent No. 2. The petitioner Calcutta Security Printers Limited is a public limited, listed company. Respondent No. 1 is a public company. Respondent No. 2 is the daughter of the Shri Vijay Bhargava, managing director of respondent No. 1.
(2.) The brief facts of the case are that the managing director of the petitioner-company is Shri Deepak Bhargava (DB) and that of the respondent-company is Shri Vijay Bhargava (VB), DB and VB are brothers. Their common interests seem to have split some time in 1998 since when the two companies have been functioning independently, although in admittedly similar lines of business. VB was also the executive director in the petitioner-company till March 2, 1998, when he seems to have resigned. The petitioner was holding 3,600 shares in respondent No. 1. These shares have been held for several years, until the impugned transfer was made. Pursuant to the impugned transfer, the shareholding of the petitioner stands reduced to 150 shares, 3,450 shares having been transferred. The facts relating to the impugned transfer are as follows, and we may mention that these facts are not admitted, as they are the very subject matter of the case before us : On August 28, 1998, DB on behalf of petitioner No. 1 appears to have written a letter to respondent No. 1 wherein DB states that petitioner No. 1 is not able to trace the share certificates relating to the 3,600 shares held by them, and requests respondent No. 1 to issue duplicate share certificates, at the same time also splitting them into 34 scrips of 100 shares each and four scrips of 50 shares each. In the said letter, DB also states that petitioner No. 1 will keep respondent No. 1 "indemnified from all losses or damage caused or to be caused to or suffered or would be suffered for any claim(s) arising out of the issuance of duplicate share scrips" to the petitioner. This letter is typed out, apparently using a manual typewriter on a plain sheet of paper, with DB's signatures under a rubber stamp in the name of the petitioner. On the same day, that is, on August 28, itself, respondent No. 1 appears to have passed a board resolution approving the issuance of duplicate share certificates. The prelude to the resolution states as follows : "the chairman informed the board that a request for issuance of duplicate share certificates have been received from Calcutta Security Printers Limited which is holding 3,600 shares in our company. As the board is well acquainted with the Calcutta Security Printers Limited and its directors, it is deemed appropriate to dispense with the requirements of public notice in the instant case". It is notable here that there are two main requirements for issuance of duplicate share certificates, both as per the articles of association of the company as also as per Companies (Issue of Share Certificates) Rules, 1960 (Share Certificate Rules)--indemnity and notice. The board resolution as above has apparently dispensed with the requirement of public notice, but has not alluded to at all as far as indemnity is concerned, a point to which we come back to later. After the said board resolution approving the duplicate share certificates and split certificates was purportedly passed, respondent No. 1 seems to have hand-delivered the said share certificates to DB. This is purportedly evidenced by a receipt dated September 15, 1998, on which signatures of DB appear. Once again, this receipt is typed out on a manual typewriter on which DB has allegedly signed with a rubber stamp in the name of the petitioner. The third and the most critical disputed evidence in the case is a letter dated December 3, 1998, again typed out on a plain sheet of paper, using a manual typewriter, allegedly signed by DB. In this letter, DB states that "as a gesture of appreciation, for the long and meritorious services rendered by you, as chief executive officer of Calcutta Security Printers Ltd., at the head office of the company, the board of Calcutta Security Printers Limited has unanimously decided to gift you 3,450 equity shares of the Calcutta Phototype Co. Ltd. so far held by Calcutta Security Printers Ltd." The said letter further goes on to say : "As desired by you, the said shares are being transferred to your two unmarried daughters Miss Shreeti and Shriya Bhargava. The duly signed and executed share certificates for 3,450 shares are enclosed", Shriya and Shree Bhargava are the daughters of VB, and are respondent No. 2 in this case. The fourth piece of disputed evidence is a transfer deed allegedly signed by DB on behalf of petitioner No. 1 transferring 3,450 shares to respondent No. 2. DB's signatures have been attested by a banker. The form has been executed by the transferees by signing it on December 17, 1998, and interestingly, on the very same date, that is, on December 17, 1998, the transfer has been registered by respondent No. 1. Pursuant to registration of the said transfer, the shareholding of the petitioner stands reduced from 3,600 shares to 150 shares, 3,450 shares having been transferred as above.
(3.) THE petitioner comes to us alleging fraud and illegality. THE main contention of the petitioner is that the entire scheme behind the alleged transfer starting from a request for issuance of duplicate shares and culminating in registration of 3,450 shares having been transferred pursuant to a gift is a stage show enacted by respondent No. 2 in collusion with respondent No. 1. THE petitioner, briefly, contends that the request for issue of duplicate shares and the receipt thereof, the letter of December 3, evidencing a gift of 3,450 shares by the petitioner, and the transfer deed are all forged. Under facts and circumstances, the gift of the shares could not have been made by the petitioner to VB, its ex-employee whose employment had been terminated and lawful gratuity had been paid, and even while there were pending disputes about release of properties of the company being detained by VB for which the petitioner was threatening to go to court. THE petitioner contends that the issuance of duplicate shares on the day on which the request therefor was made, and the registration of transfer of the said shares on the day on which the deed was executed both prove that respondent No. 1 was in an undue hurry to have the said shares transferred to respondent No. 2 at the behest of VB. THE original share certificates of the impugned shares continued to be with the petitioner and are still with the petitioner while duplicate thereof has been issued and transfer effected. No board resolution for the alleged gift, purportedly made by a unanimous resolution of the petitioner-company was ever passed, and in the course of proceedings before the Bench, no copy of any such resolution has been produced at any stage.;