C.P. No. 2/111/2010. Case: Asutosh Enterprises Ltd. Vs Bank of Rajasthan Ltd. and Another. Company Law Board
| Case Number | C.P. No. 2/111/2010 |
| Counsel | For Appellant: Vibhu Bakhru, Senior Advocate, Indranil Ghosh and Raja Chatterjee and For Respondents: R.K. Ranjan |
| Judges | Dhan Raj, Member |
| Issue | Companies Act, 1956 - Sections 108, 111A |
| Citation | 2013 (117) CLA 105 (CLB), 2013 (180) CompCas 237 (CLB) |
| Judgement Date | April 29, 2013 |
| Court | Company Law Board |
Order:
Dhan Raj, Member, (New Delhi)
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In this case, the company petition has been filed under section 111A of the Companies Act, 1956, with the prayer to record the transfer of 31,200 (including 5,200 bonus shares) equity shares in favour of the petitioner. As facts of the case, it has been stated that in connection with the inter-corporate deposit of Rs. 50 lakhs made by the petitioner with M/s. Bangur Finance Ltd., which was subsequently known as M/s. Mewar Growth Ltd., respondent No. 2 (Navyug Chem and Trading P. Ltd.) pledged 26,000 equity shares held by it in respondent No. 1 (Bank of Rajasthan) in favour of the petitioner in terms of a deed of pledge dated August 30, 1995. As the aforesaid inter-corporate deposit was not returned, the petitioner filed a suit for recovery of the said sum of Rs. 50 lakhs against Mewar Growth Ltd., and also obtained a decree for money as against the said Mewar Growth Ltd., on March 9, 1999. The said decree still remains outstanding as against Mewar Growth Ltd. In terms of the pledge and by reason of the share transfer deeds, the 26,000 equity shares of and in respondent No. 1 company have been transferred by respondent No. 2 to the petitioner and thereby, the petitioner is entitled to be registered as the owner of the shares in the register of members of the company. Under cover of a letter dated January 5, 2008, the petitioner applied to respondent No. 1 company for transfer of the aforesaid 26,000 equity shares in favour of the petitioner along with revalidated, duly executed and stamped share transfer deed together with original share certificates. However, respondent No. 1 company returned the documents to the representative of the petitioner on the ground that clarification had to be made from the legal Department before accepting the shares in connection with the same amalgamation proceedings. Again, under cover of a letter dated January 25, 2008, the said 26,000 equity shares along with the original share certificates and revalidated share transfer deed were resubmitted to respondent No. 1 company for the purpose of effecting transfer of these shares in the name of the petitioner. In reply, respondent No. 1 company stated that respondent No. 2 company had merged with M/s. Kaveri Vyapaar P. Ltd., vide order dated January 29, 2002, passed by the Calcutta High Court and by reason thereof it was not possible for the petitioner to acquire the shares from respondent No. 2 on February 27, 2008. However, the original share certificates and the original share transfer deed along with all other relevant documents were not returned to the petitioner and were retained by respondent No. 1 company. In this regard, it has been alleged that respondent No. 2 company did not merge into Kaveri Vyapaar P. Ltd., under the order dated January 29, 2002 and the transfer of shares has been made by respondent No. 2 by executing blank share transfer deed by depositing the original share transfer deed as well as the share certificates with the petitioner. Moreover, no dispute has been raised by respondent No. 2 in respect of transfer of shares to the petitioner.
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Once again, vide letter dated August 5, 2008, the petitioner called upon respondent No. 1 company to effect transfer of shares which have been pledged by respondent No. 2 with the petitioner. In reply thereto, respondent No. 1 company alleged by a letter dated August 18, 2008, that...
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