ASHOK KUMAR PURI Vs. VISION TECHNOLOGY INDIA LTD

JUDGEMENT

(1.) IN this order, we are dealing with two petitions - CP No. 4 of 2001 filed under Section 111A of the Companies Act, 1956 ('the Act') seeking directions against Vision Technology INdia Ltd. ('the company') and another to rectify the register of members of the company by entering the name of the petitioner in respect of 6,000 shares, settle dividend and rights attached to the impugned shares and pay damages for the loss suffered by the petitioner and CP No. 67 of 2001 filed under Section 163 of the Act seeking directions against the company to provide certain documents sought in the letter dated 3-6-2000 of the petitioner. The petitioner as well as the company in both the petitions are common and the order of this Bench that may be passed in CP No. 4 of 2001 would have bearing on the petition in CP No. 67 of 2001. For these reasons, both these petitions are disposed by this common order.

(2.) The facts of the case as stated by the petitioner are that the petitioner had purchased 6,500 equity shares of the company - 6,000 equity shares from the second respondent and 500 equity shares from one Shri S. Ramachandra Rao - in the year 1995 for valuable consideration and that the shares were duly transferred in favour of the petitioner by the second respondent as well as Shri S. Ramachandra Rao. The present petition (CP 4 of 2001) relates only to 6,000 shares purchased from the second respondent. The impugned shares were misplaced by the petitioner in his office which could be traced out only in October, 1999. Thereafter, the petitioner had lodged the shares impugned in the petition together with the instruments of transfer on 27-12-1999 with the company to register the transfer in his favour. In spite of repeated demands made by the petitioner, the company failed to register the transfer of shares in favour of the petitioner. According to the petitioner, all the directors of the company are related to the second respondent. The second respondent had filed a suit in collusion with the company before the City Civil Judge Court, Bangalore, in OS No. 102 of 2000 and obtained an order of temporary injunction restraining the company from transferring his 1,00,000 shares which include the impugned shares. After the protracted proceedings, the injunction order has been vacated by the Civil Court upon which the company has preferred an appeal before the High Court of Karnataka and the appeal is still pending. The petitioner pointed out that there has been no stay against registration of transfer of the impugned shares in his favour and, hence, sought for the reliefs against the company made in the petition.

(3.) WE have considered the pleadings and heard the oral submissions made on behalf of the petitioner as well as respondent. There are protracted proceedings before the Civil Court and the High Court in regard to the shares belonging to the second respondent. After hearing the parties concerned, the City Civil Court by its order dated 8-2-2001 in IA No. IV of 2000 in OS No. 102 of 2000 has categorically given a finding that the petitioner purchased the impugned shares and that the impugned shares were lodged for transfer, but the company deprived him of the benefit and, accordingly, vacated the injunction order in respect of the impugned shares. However, the second respondent has preferred an appeal against the said order dated 8-2-2001 before the High Court of Karnataka which is still pending for adjudication. Admittedly, there has been no order of stay against registration of the transfer of impugned shares in favour of the petitioner. In view of this, we hereby direct the company to register the transfer of shares in favour of the petitioner within 30 days of receipt of this order, however, subject to the ultimate decision of the High Court of Karnataka in the pending appeal proceedings. It is further ordered that the impugned shares shall be kept in the physical form and that the petitioner shall not effect any transfer of the shares and the company shall not effect registration of any further transfer till disposal of the pending appeal before the High Court of Karnataka, filed by the second respondent.