ZURICH INDIA MUTUAL FUND Vs. SATYAM COMPUTER SERVICES LTD

JUDGEMENT

(1.) THIS petition is filed under Section 111A of the Companies Act, 1956 ('the Act') seeking issue of directions to Satyam Computer Services Ltd., ('the company') to register the transfer of 500 shares covered by certificate Nos. 176232, 81321, 113047,79217 and 112310.

(2.) The facts, in brief, as reiterated by Shri M. Muthukumaran, advocate for the petitioner, are that the petitioner, a body corporate constituted as mutual fund, had appointed IIT Corporate Services Ltd. as their constituted attorney to provide custodial services to the said fund. The petitioner had lodged 600 equity shares of the company between 12-8-1996 and 26-11-1997 for transfer in their name. In spite of the repeated demands and complaints made to the Bombay Stock Exchange and Securities Exchange Board of India, the company failed to effect the transfer in respect of the impugned shares in their favour. However, the company had registered the transfer only in respect of 100 shares covered by Certificate No. 166903. Hence this petition.

(3.) WE have considered the pleadings and oral submissions made on behalf of the petitioner as well as the company. The petition is in relation to 500 shares covered by share certificate Nos. 176232, 81321, 113047, 79217 and 112310. In regard to 300 shares covered by share certificate Nos. 176232, 81321 and 79217, the company contends that these shares were returned to the custodian of the petitioner for the reason that duplicate shares were already issued against the said shares, which is stoutly denied by the petitioner. It is observed from the records that the company in its letter dated 16-11-1996 (Annexure 1) addressed to the custodian of the petitioner had furnished reasons for not registering the transfer in respect of the 100 shares covered by share certificate No. 79217 in favour of the petitioner. Similarly, the letters dated 28-11-1996 and 2-12-1996 sent by the company (Annexures 3 and 5) in favour of the custodian of the petitioner do contain the reasons for not transferring the shares in respect of the 200 shares covered by share certificate Nos. 81321 and 176232. Though the counsel for the petitioner opposed the stand of the company that these share certificates had been returned to the petitioner, the recitals in rejoinder (at para 6 page 4) which read "...that the respondents have given those shares back as a bad delivery after the limitation period is over..." belies the claim of the petitioner. It is, therefore, beyond doubt that the company had sent back 300 shares covered by share certificate Nos. 176232,81321 and 79217 as bad delivery to the petitioner. Insofar as 200 shares covered by certificate Nos. 113047 and 112310 are concerned, we find that the petitioner has not filed any documentary proof that these certificates were delivered to the company for effecting the transfer in favour of the petitioner. The various letters of the petitioner dated 17-8-1998, 23-10-1998, 21-2-2000 and the lawyer's notices dated 5-6-2000 and 27-7-2000 only state that the share certificate Nos. 113047 and 112310 were delivered between 12-8-1996 and 26-11-1997, but there is no document to show that these 200 shares were actually sent or delivered to the company on a particular date, in absence of which we are not inclined to agree with the counsel for the petitioner that the company had failed to register the transfer of these shares. For these reasons, the petition must fail and, accordingly, the petition is dismissed.