K P ANTONY SANTHOSH EDAKKAD AMSOM PUTHIYANGADI CALICUT Vs. THANDIYODE PLANTATIONS PRIVATE LIMITED THANDIYODE SOUTH WYNAD

JUDGEMENT

(1.) Company petition was filed under Section 155 of the Companies Act, 1956 (for short 'the Act') to rectify the register 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 Nov. 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 Section 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.P.A. No. 547 of 1981. A Division Bench of this Court allowed the appeal giving the following directions:-"(1) The appellant's title right to 1/3rd right in the shares acquired in the names of respondents 2 and 3 in the 1st respondent company is hereby declared.(2) It is further declared that the appellant is entitled to get his name included in the share register of the 1st respondent company along with the names of respondents 2 and 3.(3) Respondents 2 and 3 are directed to execute within one month from this date necessary instruments of transfer of shares, transferring 1/3 of their rights in the shares of the 1st respondent company standing in their names, and deliver it to the 1st respondent company .as required under Section 108 of the Companies Act and the 1st respondent company is directed to rectify its share register by including the name of the appellant in its share register along with the names of respondents 2 and 3. Appellant and respondents 1 to 3 will also comply with any other statutory provisions including the furnishing of the particulars required under Section 150 of the Companies Act and notice to registrar under Section 156 of the Companies Act, which may be required to give effect to this order. Since Section 156 of the Companies Act does not envisage a situation as in this case, we direct that the notice of rectification is to be filed by the company with the Registrar within thirty days from the date of rectification. The company will also file a copy of this order before the Registrar, of Companies along with Form No. 21 set out in Appendix I of the Companies Act, within thirty days.(4) If the respondents fail to comply with the above said directions within the time specified the appellant will be entitled to have this order executed and the acts required to be done by the respondents, done so far as practicable through an officer appointed by the Court at the cost of the respondents."A Special Leave Petition was filed before the Supreme Court against the judgment in the M.P.A. That petition was dismissed by the Supreme Court on 12-10-1987.

(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.P.A. No. 547 of 1981 as clarified by the order in C.M.P. No. 21744 of 1987.