BIPIN K JAIN Vs. SAVIK VIJAY ENGINEERING PVT LTD

JUDGEMENT

(1.) IN this order we are considering three petitions filed under Section 111 of the Companies Act, 1956, in the matter of Savik Vijay Engineering Private Limited (company). As the facts and circumstances, in these petitioners are similar, we are disposing of these petitions by this single common order.

(2.) The reliefs sought in these three petitions are that an appropriate order under Section 111 should be made to direct rectification of the register of members of the company, to show the name of the petitioner in C. P. No. 54 as the holder of 5,240 shares, the petitioner in C. P. No. 43 as the holder of 5,110 shares and the petitioner in C. P. No. 52 as the holder of 5,020 shares, on the grounds stated in the respective petition.

(3.) IN the reply filed on behalf of the company, it is stated that at no time the shareholders of the company transferred their shares to the petitioners. The company, for purchase of plant and machinery, approached BCL Financial Services Private Limited (BCL), Bangalore, for financial assistance in this regard and accordingly one of their sister concerns, namely, Weizmann Financial Resources INdia Ltd., Bombay, agreed to make direct payments for supply of machinery to the extent of Rs. 22.5 lakhs. Further, BCL also agreed to advance a sum of Rs. 20 lakhs. IN consideration for the repayment, the respondents had deposited title deeds of properties and some of the shareholders and friends also deposited title deeds of properties belonging to them. At the time of taking the loans, a large number of blank papers including blank cheques, etc., were made to be signed by the respondents. Since the New Bank of INdia, bankers of the company, failed, the company was not in a position to get financial assistance from the bank and as such was not in a position to discharge its liabilities towards the loans taken from the financiers. On account of this, the financiers issued various public notices advising the public that title deeds of various properties were with them and any one dealing in respect of these properties would do so at their risk. IN addition to the title deeds, the shareholders had also deposited the share certificates along with the blank transfer forms. The alleged board resolution dated February 20, 1992, is a fabricated one, typed on a blank sheet signed by the respondents. No board meeting actually took place on that date. Likewise, the company's rubber stamp on the reverse of the share certificates had been forged. The amount of Rs. 1,96,130 was paid by way of a cheque by BCL (R-6) as part of a financial commitment made to the company and this amount did not represent the value of shares. This amount was credited in the account of BCL in the books of the company. Even the purported receipt towards this amount alleged to have been signed by the shareholders is a forged one. The reply further details the issue of shares made by the company on a few occasions after 1992. According to the reply, the company has also questioned as to how the shares deposited with the financiers could get into the possession of the petitioners. There is no indication in the share certificates regarding the date of transfer, ledger folio, etc., and the rubber stamp purported to have been affixed has been manufactured by the petitioners. There had been no agreement between the shareholders and the petitioners regarding the sale of shares and no consideration has been received by the shareholders. IN other words, the names of the petitioners were never entered in the register of members and as such the company did not recognise their right to call for an extraordinary general meeting.