ANTONY Vs. THANDIYODE PLANTATIONS PVT LTD

JUDGEMENT

(1.) Company Petition was filed under S.155 of the Companies Act, 1956 (for short 'the Act') to rectify the Registrar of shares of the first respondent company and to include petitioner's name as the joint holder of the shares registered in the names of respondents 2 and 3 and for consequential orders. Case of the petitioner is that he and respondents 2 and 3 had entered into an agreement in November, 1973 to acquire all the shares of the Company and that respondents 2 and 3 in violation of the agreement acquired the shares and got it registered in their own names. The Company Court dismissed the petition holding that petitioner has no case that he had applied to the Company for registration in the manner specified by the statute as transferee of its shares and that in the proceedings under S.155 of the Act the direction regarding registration of a transfer cannot be granted overlooking the statutory prescriptions regarding the mode of transfer. The learned Judge also observed that the agreement set up by the petitioner itself is in dispute in O.S. No. 245 of 1976 and the matter is pending in appeal before the District Court. The learned Judge further held that in view of the dispute between the parties it may not be desirable even if permissible to pronounce on the question of title at this stage. Accordingly the petition was dismissed without prejudice to the petitioner's right to seek or pursue other remedies available in law.

(2.) As against that decision petitioner filed M.F.A.No.547 of 1981. A Division Bench of this Court allowed the appeal giving the following directions:

(3.) Company Application No.418 of 1987 was filed for appointment of a receiver to take over possession of the available assets of the Company and its office at Thandiyode together with all its records in the possession of respondents 1 and 2 for managing the affairs of the Company and particularly to implement the directions of this Court in the judgment in M.F.A.No.547 of 1981 as clarified by the order in C.M.P.No.21744 of 1987.