Sanjeev Prakash Sharma, J. - (1.) By way of this appeals, the appellants seek to challenge the order dated 14.06.2013 passed by the Company Law Board, New Delhi (hereinafter referred as 'CLB') whereby the respondents were held to be owners of 25,520 share Certificates before the CLB and the Company was directed to make entry accordingly within 45 days and further the Bench Officer was also directed to return the Original Share Certificates to the petitioners while duplicate Shares Certificates were directed to be returned to the respondents in a Company petition moved by the respondents under Sections 111, 111A, 235, 397 and 398 of the Companies Act, 1956 (hereinafter to be referred as 'the Act of 1956').
(2.) Brief facts which are required to be noted for disposal of these appeals are that appellant No.4 Valentino International Private Limited was earlier incorporated as Triumph Castings Pvt. Limited in the year 1985 and the name was changed to the present in the year 2008 (issuing of Certificate to the said effect by the Registrar of Companies on 20.02.2008. The share capital of the company was with a share of Rs. 10/- each. Paid up capital was 95 lacs, out of which only 9,50,000 shares of Rs.10/-. Initial promoters of Company was Shyam Lal Gupta and Mr. Satish Kumar Gupta and the said persons to report entire share capital upto 1992 whereafter in 1992, the appellant No.2 Vijay Julka as CMD of Supriya Pharmaceuticals Limited purchased the entire share holding of the Company. However, only 14540 shares were transferred to Supriya Pharmaceuticals Limited and balance 15,150 shares remained with Shyam Lal Gupta. The registered Office of the house shifted to F-529, RIICO Industrial Area, Bhiwadi. Appellant No.1 is the Director of the Company, Appellant No.4 is a Company since 1992 and Supriya Pharmaceuticals Limited purchased the share holding of the Company from Shyam Lal gupta.
(3.) Respondent No.2 Ramesh Dungar claimed 100% share holding of the appellant No.4 Company and was inducted as a Director of the Company as on 28.9.1996. However, on account of the provisions contained under Section 283(1)(g) of the Companies Act he seems to be Director of the Company and the Board of Directors passed a Resolution to this effect on 27.1.2005. The corporate Office of appellant No.4 came to be shifted to Office of Ramesh Dugar in 2002 whereafter it was shifted to Nehru Place, New Delhi in 2003. After the shifting of Office of respondent No.2 all the necessary documents were handed over to the appellant and it was only for brief period when the Office at the residence of respondent No.2. On inquiring about the missing share certificates, the appellant No.1 was informed that the original share certificates have been lost by Ramesh Dugar. On coming to know the said fact, the appellant No.1 trusting Ramesh Dugar, did not lodge any FIR and he instead issued duplicate share Certificates on 15.03.2004.;