M.K. Shrawat, Member - (1.) The petition under consideration was filed on 2nd December 2013 before the erstwhile CLB and thereafter stood transferred to NCLT, Mumbai Bench. The Petitioner has moved this Petition by invoking the provisions of section 111-A of the Companies Act 1956.
(2.) Background & RIVAL CLAIMS:-The Petitioner company is incorporated under the Insurance Act as a subsidiary of General Insurance Corporation of India. Respondent No. 1 is Lupin Laboratories Limited (hereinbelow in short referred as LLL) is a company incorporated under the Companies Act. Respondent No. 2 is a company incorporated under the Companies Act and a Member of the National Stock Exchange also registered with SEBI, purchased an insurance policy from the Petitioner (hereinbelow referred as "the Insured"). Respondent No. 3 is an individual resident of Jaipur claiming bona-fide purchaser of the shares in dispute. Respondent No. 4 is a company under Companies Act alleged to be the original transferor of the 100 shares of LLL (R-1).
(3.) Petitioner being an Insurance Company has insured Respondent No. 2 being a insurance policy holder of the petitioner, wherein the insurance company had agreed to indemnify "the insured" for loss, if any, including the loss of security in transit or loss from office till the time the transaction is settled in physical form with National Stock Exchange (NSE). As per the petition "the insured"(R-2) purchased 400 shares on behalf of its clients through NSE during the period of 3rd July to 9th July 1996 and another period of 7th August 1996 to 13th August 1996. It was claimed that on completion of settlement NSE had issued delivery statement in the name of the 'insured' by collecting the delivery of certificates of 400 shares from the clearing house of NSE. Further claimed that "The insured" (R2) paid the consideration for 400 shares and obtained the delivery of certificate along with transfer deeds duly executed by the transferors. Details of 400 shares describing certificate No./DNR are also part of the petition. Those original share certificates along with transfer deeds were kept in the office of "the insured". The case of the Petitioner is that those share certificates got lost from the office of "the insured" (R2). The R2 had written a letter to LLL (R1) on 22nd of October 1996 intimating the loss of shares with a request to mark "stop transfer". 3.1 In reply to the said letter of October 1996 of R2 the (R1) LLL through a letter of 30th October 1996 had intimated that out of 400 shares lost, a transaction took place of 100 share certificates bearing no. 32112. R1 had intimated that in respect of 100 share certificates a claim of transfer was lodged by one Mr. Omprakash Sharma (R3). It was intimated that the documents of R3 were complete and in the absence of "stop mark" on that point of time, the company had effected the transfer of shares. There is a mention of filing of a separate petition in CLB in respect of rest of the 300 shares by the petitioner. It is worth to mention at this juncture that the said Petition was allowed vide Order dated 10th June 2014 (Company Appeal No. 37 of 2013) under Section 111A, 1956 Act r/w. Sec. 58 & 59 of 2013 Act in favour of The Oriental Insurance Company in respect of 300 shares of Lupin Ltd. There is also a reference of a complaint with the police but apart from a certificate copy issued, no other evidence is in respect of the result of any investigation. There is also a reference of a civil suit filed on 20th November 1996 by "the insured", that too is stated to be a civil suit before the court, wherein LLL was restrained from transferring the shares. 3.2 Under the terms of the insurance policy the Petitioner had paid a sum of Rs. 7,40,215/-, a claim of compensation to "the insured" (R2). In lieu a "subrogation cum special power of Attorney" was executed in favour of the Petitioner on 18th October 1997. The claim of the Petitioner is that on account of the execution of the said deed, the Petitioner as an Insurance Company had obtained all rights, title, interest, in respect of shares of 19 companies including full shares of LLL. An allied information is also placed that certain development took place in the arrangement of shares in LLL as well as a scheme of amalgamation was also approved according to which LLL got amalgamated with Lupin Chemicals Limited, approved by the Hon'ble Bombay High Court order dated 13.06.2001. In terms of the said scheme on the fixed record date 30th July 2001 against 100 original shares of LLL; 120 shares were allotted. 3.3 Admitted factual position as per the Petitioner was that R1 (LLL) had allotted 120 shares certificate in the name of R3. Later on in the year 2006, R1 (LLL) further proposed allotment of bonus shares in the ratio of 1:1. There was also a proposal of split of denomination from Rs. 10/- to Rs. 2/- each. As a result, 1200 shares of Rs. 2/- each got allotted in the name of R3 of M/s. LLL (Respondent No. 1). In short, 100 stolen shares of LLL got transferred in the name of R3 and have become holder of 1200 shares of Rs. 2/- each. The Petitioner has raised a grievance in the Petition and thereupon praying for the relief as under:- "The Petitioner is therefore entitled for an order from this Hon'ble Board declaring the transfer of 100 original stolen shares of LLL bearing certificate no. 32112 from the name of Respondent No. 4 to the name of Respondent No. 3 null and void and thereby cancelled and further declaring allotment of 120 shares of Respondent No. 1 bearing certificate No. 36501 (DNR 3118927 to 3119046) as cancelled. The Petitioner is also entitled for an order from this Hon'ble Board declaring the allotment of 120 bonus shares bearing certificate No. 58432 in the name of Respondent No. 3 as cancelled and consequently issuance of certificate of 1200 shares of Rs. 2/- each bearing certificate no. 10257 (DNR 1791101 to 1792300) as cancelled." "That the Hon'ble Company Law Board be pleased to pass an order of rectification directing Respondent No. 1 to rectify its Register of Members by inserting the name of the Petitioner as holder of 1200 shares of Rs. 2/- each bearing certificate No. 10257 (DNR 1791101 TO 1792300) by deleting the name of Respondent No. 3. The Hon'ble Board be further pleased to direct Respondent No. 1 to cancel the certificate of 1200 shares standing in the name of Respondent No. 3 and issue new share certificates for the said 1200 shares in the name of the Petitioner. Respondent No. 1 be directed to release all dividend lying with them as unpaid and any other benefit.";