Altamas Kabir, J. - (1.) Certain shares of the appellant-company were being held by Poddar Udyog Limited. Under a scheme of arrangement sanctioned by the Calcutta High Court on 19th August, 1997, a part of the business division of Poddar Udyog Limited was transferred to the respondent No.1 herein. On 3rd September, 1999, the respondent No.1, Poddar Projects Limited, sold the shares to the respondent No.2, Vijaya Finance Corporation Limited. The said respondent lodged the shares with the appellant-company herein for registration on 12th November, 2001. The appellant-company refused to register the said shares on 9th January, 2002 and intimated the advocate for the respondent No.2 of its said decision.
(2.) On 16th May, 2002, the shares were again lodged for registration on behalf of the respondent No.1-Poddar Projects Limited, but once again the appellant-company refused to register the same.
(3.) Such refusal led to the filing of an application by the respondents herein under Section 111A of the Companies Act, 1956 on 28th October, 2002. The Company Law Board allowed the application filed by the respondent No.1 herein by directing the appellant-company to register the original shares in favour of the respondent No.1, but declined to grant any relief to the respondent No.2. The respondent No.2 accepted the order and did not prefer any appeal. The appellant-company being dissatisfied with the decision of the Company Law Board filed an appeal before the Calcutta High Court under Section 10F of the Companies Act, 1956. Before the Calcutta High Court, it was submitted on behalf of the appellant-company that since no transfer deed was delivered in terms of Section 108 (1A) of the Companies Act, the lodgment for registration was itself defective and could not, therefore, be acted upon. It was further submitted that till such time as the shares were not registered in favour of the respondent No.1-company, the same could not be registered in the name of the subsequent transferee, namely, the respondent No.2 herein. Certain other objections were also taken regarding cancellation of stamps and the fact that the transferee was not a desirable person.;