SUGAVANESWARA SPINNING MILLS P. LTD. Vs. T. RAJASEKAR

JUDGEMENT

(1.) THIS is an application filed in Company Petition No. 28 of 2009, seeking to dismiss the company petition as not maintainable. The applicant is the first respondent in the company petition.

(2.) THE company petition is filed by Shri T. Rajasekar, under Sections 111 and 111A of the Companies Act, 1956 (hereinafter to be referred as "the Act"), seeking to direct respondents Nos. 1 to 12 therein to return the 1,310 shares to the petitioner and to direct the first respondent -company to make consequential amendments in the registers. The petitioner claims to have purchased from the thirteenth respondent, 1,310 shares valuing Rs. 1,31,000 on February 6, 1989. The bone of contention is whether the thirteenth respondent had any subsisting shares in the first respondent -company. According to the first respondent -company, the thirteenth respondent had transferred all his shares on August 28,1985, in favour of respondents Nos. 2, 3 and K. Thangavelu (now deceased), thereby relinquishing all his rights in the company. Respondents Nos. 4 to 12 are the legal heirs of the deceased K. Thangavelu.

(3.) THE respondent in the above second appeal is the thirteenth respondent herein. The present respondent (the company petitioner) Shri T. Rajasekar, claims that the thirteenth respondent had transferred the disputed shares to him on August 28, 1998, during the pendency of the second appeal, and hence entitled to be the shareholder of the company. He also claims that the thirteenth respondent executed a registered power of attorney on August 28, 1998, enabling him to continue the legal proceedings, besides assigning the lower court decrees by way of a registered document dated September 3, 1998. The case put forward in the company petition is that respondents Nos. 2, 3 and K. Thangavelu (the predecessor of respondents Nos. 4 to 11) conspired and fabricated certain printed forms into transfer applications and changed the entries in the books of the company in order to defraud the thirteenth respondent who was entitled to be the shareholder of the company. The specific allegation is that the thirteenth respondent had availed of a loan of Rs. 20,000 from the company by pledging his share certificates with respondents Nos. 2, 3 and the deceased Thangavelu, after affixing his signatures in the printed blank forms (2 in number) which were subsequently fabricated into share transfer documents with the sole purpose of grabbing the disputed shares. The thirteenth respondent issued a lawyer's notice on June 21, 1986, seeking to redeem the share certificates, but the respondent sent a reply on July 7, 1986, stating that the thirteenth respondent had already transferred the shares on August 28, 1985, in favour of respondents Nos. 2, 3 and the deceased Thangavelu. This was followed by the filing of a civil suit which was dismissed by the High Court on the issue of jurisdiction.