Ashok Kumar Tripathi - (1.) BY the present petition, filed under section 111A of the Companies Act, 1956 ('the Act') the petitioner has, inter alia, prayed for a declaration to the effect that he is lawful owner of the impugned shares, details whereof are set out in the petition. It is further prayed that the first respondent -company may be directed to enter the name of the petitioner in the register of members of the first respondent -company with all consequential benefits from the date of purchase of the impugned shares until date of decision. The facts of the petition in brief leading to filing of the present petition are as under: 1.1 On 20th February, 1996 and 3rd March, 1996, the petitioner had purchased 200 and 400 shares, respectively of R1 -company through one Ish and company situated at Karol Bagh, New Delhi. The petitioner took delivery of the said shares soon after their purchase. On 11th May, 1996 the said shares were dispatched to R1 -company along with duly completed, stamped and signed transfer deeds so as to enable the R1 -company to effect transfer of the said shares in the records of R1 -company in favour of the petitioner. However, the petitioner did not receive any intimation from R1 -company regarding registration of the said shares in the name of petitioner and therefore, on 5th August, 1996, the petitioner addressed a letter to Reliance Consultancy Services Ltd. [the then Registrars and Transfer Agents of respondent No. 1 -company ('RCS')], enquiring as to whether a transfer has been effected in the books of the petitioner. However, since no reply was received to the said letter, on 22nd September, 1996, the petitioner addressed another letter to RCS. By a letter dated 2nd November, 1996 RCS replied to the petitioner's letter dated, 22nd September, 1996, inter alia, stating that the aforesaid shares had not been received by it. By a letter dated 17th November, 1996, the petitioner replied to the said letter dated 2nd November, 1996, calling upon RCS not to transfer the said shares to any other party, as the petitioner was the lawful owner of the same. The petitioner also sought instructions from RCS as regards other modes by which the transfer of the said shares to any other party could be stopped. 1.2 On receipt of letter dated 2nd November, 1996, from RCS, the petitioner made enquiries with Seva Couriers, who informed the petitioner that the record of the parcel containing the said shares was not traceable. Therefore, on 20th November, 1996, the petitioner addressed a letter to Sardar Thana Police Station to register a FIR in respect of loss of the said shares. At the same time, on 4th December, 1996, the petitioner addressed a letter to RCS requesting them to issue duplicate copies of the said share certificates. Thereafter, on 7th January, 1997, the RCS informed the petitioner, inter alia, stating that the aforesaid shares already stand transferred in the name of the registered holder on the basis of valid transfer documents and also advised the petitioner to obtain an appropriate order from a competent court to restrain R1 -company from transferring the said shares to the name of anyone else. 1.3 Upon receiving the said letter, on 21st January, 1997, the petitioner informed the R1 that necessary steps were being taken to obtain an appropriate order from the competent court in respect of the aforesaid shares. 1.4 On 27th January, 1997, the petitioner had also addressed a letter to Sardar Thana Police Station recording the fact that R1 while denying the receipt of the said shares from the petitioner had acknowledged transferring the said shares to a third party. At the same time, on 28th January, 1997, yet another letter was also addressed by the petitioner to RCS for providing photocopies of the transfer deeds, on the basis of which the said shares had been transferred. However, the petitioner did not receive any reply thereof. 1.5 Thereafter, on 30th January, 1997, the petitioner filed a suit bearing Suit No. 44 of 1997, before the hon'ble Civil Judge, Sr. Division, at Delhi, praying for a direction that the aforesaid shares be transferred in favour of the petitioner. 1.6 On 31st January, 1997, RCS addressed another letter to the petitioner denying transfer of 150 shares and also advised the petitioner to obtain a court order restraining R1 from effecting the said transfer. The petitioner, accordingly moved an application before the hon'ble Civil Judge, Sr. Division, inter alia, praying to issue an order by way of ad -interim injunction thereby restraining the R1 from transferring the shares in question, which was allowed by the hon'ble court, by an order dated 21st August, 1997. The said order was not challenged by the R1 before any forum. However, R3 failed to appear at the trial in the said suit and the matter proceeded ex parte as against R3. 1.7 Subsequently, by an order dated 10th January, 2012, the hon'ble civil court, returned the plaint to the petitioner by holding that Company Law Board ('CLB') being proper forum has jurisdiction to entertain and decide the petition under section 111/111A of the Act and civil court has no jurisdiction. It further granted liberty to the petitioner to file the present proceeding before CLB having jurisdiction. Hence, this petition.
(2.) IN pursuance to the notice, the R1 -company filed it's reply. Other respondents, however, did not prefer to appear nor filed any reply in spite of sufficient service. In the reply filed by the R1 -company, the R1 -company has challenged the ownership and title of the shares as claimed by the petitioner. It is stated in the reply that the shares in question were standing in the names of R3 to R5. It is further stated that as per Ext. 1 filed along with the reply, loss of original 600 shares standing in the name of the parties as on date, either as registered holder of 450 shares and transferees of 150 shares is mentioned. It is further stated that the said 450 shares were further lodged by the third party, for transferring the same in their name. However, the same were returned under objection in view of the suit filed by the petitioner in Delhi court. It is submitted that the name of owners of the said 450 shares has not been added as respondents in the array of parties and, therefore, the petition is bad for non -joinder of necessary parties and the petition is liable to be dismissed on this ground also.
(3.) IT is further stated in the reply that bonus shares issued in the year 1997 were despatched to the registered holders/transferees of the said shares and the same have been dematerialised by the said registered holders, save and except 50 bonus shares standing in the name of the respondents. As such, 550 bonus shares have already been dematerialised and, therefore, no order can be passed against the respondents in respect of the said shares. The petitioner may claim the said shares and all accrued benefits thereon from the registered holders/respondent Nos. 2 to 5.;