Decided on November 13,1995



A.R.Ramanathan, - (1.) SMT. Trishla Jain, wife of Shri P. D. Jain, resident of 113, Atkins Road, London SW 12 OL, has filed this petition against the Oswal Agro Mills Ltd., G.T. Road, Sherpur, Ludhiana, under Section 113 of the Companies Act, 1956 (hereinafter called "the Act"), praying for an order for (a) payment of dividend on her shares remaining unpaid for the financial years 1988-89, 1989-90 and 1990-91 and the dividend payable for the year 1991-92, (b) payment of interest remaining unpaid on the debentures held by the petitioner for the period 1986 onwards, (c) payment of interest at the rate of 18% per annum for delayed payment of interest/dividend, (d) delivery of bonus share certificates, (e) delivery of income-tax deduction certificates, and (f) payment of amounts equivalent to the loss suffered on account of default by the respondent-company.
(2.) The brief facts of this case are : The petitioner applied for rights shares and debentures in January/ February, 1986. The respondent-company allotted 25,782 equity shares and 8,594 debentures against her application. However, repeated requests by the petitioner as well as her bankers to deliver the share certificates did not evoke any response from the respondent-company. The matter was also taken up through different Government departments but with no effect. Ultimately, a petition was filed under Section 113(3) of the Act before the High Court of Delhi in 1988. This petition was disposed of by the High Court in September, 1989, by an order directing that the share and debenture certificates be delivered and the dividends paid to the petitioner. After the amendments in 1991, in Section 113(3) of the Act the petitioner has now preferred before the Company Law Board the present petition with regard to the delivery of bonus share certificates besides payment of unpaid dividends on shares and unpaid interest on debentures. In addition the petitioner has also prayed for delivery of income-tax deduction certificates and for payment of compensation and of interest at 18% per annum due to the delay in payment of interest/dividend.
(3.) THE reply filed by the company states that the petition is misconceived and barred by the principles of res judicata. It is also stated that the reliefs sought by the petitioner cannot be granted by the Company Law Board as they are not in accordance with the provisions of Section 113 of the Act. THE company has also narrated the background of the dispute between the company on the one hand and the petitioner, her husband and a closely held private company on the other. It is stated that the Delhi High Court has already granted a decree in May, 1989, for Rs. 3.83 crores against the private company of the petitioner and her husband and another claim of Rs. 7.66 crores is pending for arbitration before the Grain Feed and Trade Association in England. As such according to the company it has a lien over all these amounts towards dividend, interest on debentures as well as shares and securities held by the petitioner and her family members to secure their outstanding dues.;

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