1. This is an application under Section 111A, read with Section 116 of the Companies Act, 1956 ("the Act") filed by M/s. R.S. Software (India) Limited ("the Petitioner Company") against one Mr. G. Ravi of R.R.Associates, Madurai ("the Respondent") seeking following reliefs : (a) Direction upon the Police Authority to investigate into the matter inasmuch as there has been serious attempt being made by Mr.
G. Ravi by making false claim for personations of bona fide shareholders.
(b) Direction for protecting in the interest of the shareholders and issuance of notice upon the respondent.
(c) Order for imprisonment as specified under Section 116 of the Act if the contention of Mr. G. Ravi is found to be false.
The Petitioner Company has also sought for an interim order of status quo as regards impugned 12,000 shares of the Petitioner Company till the final disposal of the petition.
2. The Petitioner Company's case is that the Respondent sometime around late May/early June, 1998, informed the Petitioner Company about the alleged loss of 12,000 shares, claimed to have been bought by him but lost along with the duly executed transfer deeds before lodgement for registration of transfer. The Petitioner Company by its letter dated 8th July, 1998, categorically intimated the Respondent that in absence of any restraining order, the Petitioner Company could not deny any transfer upon lodgement of the proper deed in accordance with the Act.
Around August, 1998, the Petitioner Company received the request for transfer of 1,700 shares out of 12,000 shares as claimed to have been lost by the Respondent and immediately on receipt of such request for transfer the Petitioner Company intimated the Respondent regarding such lodgement of transfer deeds. The Respondent by his letter dated September, 1999, confirmed stop transfer orders against the certificate numbers furnished by him and in reply thereto the Petitioner Company duly intimated the Respondent as regards some mistakes in the particulars of such shares as mentioned in his letters. On or about 31st January, 2000, the Petitioner Company received a copy of the fresh petition from the Respondent (Mr. G. Ravi) along with a Xerox copy of the Police complaint for the missing of 12,000 shares. In March 2000,the Petitioner Company received request for transfer of 100 shares bearing distinctive Nos. 2525201--2525300, covered by share certificate No. 18942 from one Mrs. Gudluru Aruna of Nellore, along with on order issued by The District Consumer Disputes Redressal Forum, Nellore, directing the Petitioner Company to transfer the said 100 shares in the name of the said Gudluru Aruna. On receipt of the said document the Petitioner Company intimated such fact to the Respondent enclosing a copy of the order passed by the said Forum, Nellore. On 22nd July, 2000, the Petitioner Company received the Court order/Injunction passed by Ld. Munsiff District Court, Periyakulam. In respect of the claim made by Gudluru Aruna, the said Forum of Nellore, even passed an order of Warrant of Arrest against the Managing Director of the Petitioner Company against which a Writ Application was preferred by the Petitioner Company before the Hon'ble High Court at Kolkata where upon the Hon'ble Court at Kolkata was pleased to stay such order and was further pleased to issue Rule Nisi and the Petitioner Company has already taken all the steps in connection with the filing requisites with the Hon'ble High Court at Kolkata for finalisation of the rule and for service thereof upon the respondent including the said Mr. G. Ravi.
Out of the said 12,000 shares, some shares were dematerialized and/or being held by the other bona fide shareholders as will be appearing from the status as regards the said 12,000 shares as appearing in records of the Petitioner Company. The Petitioner Company returned back the necessary documents being letter of indemnity, affidavit and transfer deeds to the Respondent (Mr. Ravi) and also intimated him that certain shares are reported in the Court order and certain shares have already been dematerialized by the registered holder. The petitioner company subsequently was advised to intimate the registered shareholders as regards the claim of the Respondent and issued letters to the recorded shareholders. The registered shareholders sent their objection for issuance of such duplicate share by the Petitioner Company any further on the ground that the original shares are still being held by them respectively. As the contention of the Respondent has not been found correct, the Petitioner Company has been advised to file this application under Section 111A read with Section 116 of the Act, inasmuch as the Petitioner Company apprehends that some serious attempt is being made as regards such shares being transferred giving a complete go bye to the right, title and interest as regards the recorded shareholders of the Petitioner Company and that the Respondent has not yet been able to prove his right and has not sent the indemnity back to the Petitioner Company and as such the Petitioner Company has thought fit to come up before this Bench taking the cause of the shareholders for protection of the interest of its shareholders to show its bona fides in the matter. The Petitioner Company has stated that the Ld. Munsiff has no jurisdiction to pass an order pertaining to the share.
3. Inspite of repeated notices by registered post from this Bench, the Respondent, Mr. G. Ravi, chose not to file any reply nor did he appear before this Bench at the time of hearing on different dates.
4. When the matter was taken up for hearing on 13th February, 2002, Shri P.N. Banerjee, Advocate, appearing for the Petitioner Company, pressed for granting interim reliefs as sought for in the application.
After hearing the Ld. Advocate for the Petitioner Company, this Bench passed an ex, pane interim order maintaining status quo in regard to the impugned 12,000 shares of the Petitioner Company till further orders with liberty to the Respondent to apply. A copy of the said order was sent to the Respondent by this Bench under Registered Post.
At the final hearing on 20th June, 2002, Shri N.C. Ganguli, Advocate, appearing for the Petitioner Company urged this Bench to pass an order in terms of prayers made in the petition. None appeared for the Respondent.
5. Annexure 'E' to the application set out the English Version of order dated 3rd July, 2000, passed by Mrs. G. Kalavathi, District Munsiff, in Suit No. 19 of 2000 in the Court District Munsiff of Periyakulam in the matter of : G Ravi v. ABC Computers (P.) Ltd. Unit R. S. Software (India) Ltd. The said District Munsiff passed the following order and decree : (a) That the defendant be and hereby permanently restrained from transferring the schedule mentioned shares to other third parties.
(b) That the defendant be and hereby directed to issue duplicate share certificates in the name of the plaintiff of the schedule mentioned shares within two months from the date of decree.
(c) That the defendant be and hereby directed to pay a sum of Rs. 660 to the plaintiff towards the cost of the suit.
6. We have considered the submissions made by the Ld. Advocate for the Petitioner Company. We are of the view that under Section 111A of the Act, the Company Law Board has jurisdiction to adjudicate only when there is a refusal for transfer of shares on sufficient cause and/or pass an order for rectification of register of members on transfer. But in the instant case, none of the above two criteria exists. Under Section 116 of the Act, Company Law Board has got no power to order for imprisonment of Respondent as sought for in the petition. Moreover, the prayers of the petition do not fall within the purview of the provisions of Section 111A of the Act. Accordingly, the petition is dismissed for want of jurisdiction under Section 111A of the Act, with no order as to costs. Interim order passed in the matter is vacated.
The petition is disposed of accordingly with liberty to the petitioner to initiate appropriate proceedings if so advised.