DIPIKA M. SHAH Vs. JAIPRAKASH ASSOCIATES LTD.

JUDGEMENT

(1.) IN this order I am considering Company Petitions Numbered, as CP No. 10/113/2011 CP No. 11/113/2011 and CP No. 12/113/2011 in this common order on account of the facts and legal submissions being the same in these CPs. in Company Petition No. 10 under section 113 read with section 111A of the Companies Act, 1956 ('the Act') filed by Shri Mitesh R Shah and Mrs. Dipika M Shah against Jaiprakash Associates Ltd., and others the petitioners have prayed for an order directing the respondent to deliver to the petitioners certificate of 7,000 bonus shares allotted in his name for the record date 19th December, 2009 and further direction to respondent No. 1 to release 14,000 shares allotted in the name of the petitioners for record date 26th December, 2007 on split of denomination from Rs. 10 to Rs. 21 each. Shri Kamal Agrawal, chartered accountant, appearing on behalf of the petitioners contended that the petitioners were the registered shareholders of 2,800 shares of erstwhile Jaiprakash Industries Ltd. ('JIL'). He further contended that JIL thereafter filed a scheme of arrangement before the Hon'ble Allahabad High Court and the Hon'ble High Court had approved the scheme of arrangement and thereby the respondent No. 1 came into existence. JIL fixed the record date 30th March, 2004 for allotment of 1 equity share of Rs. 10 each of R -1 against 1 share of JIL. Since the petitioners were the registered shareholders of 2,800 shares of JIL, JIL had allotted 2,800 shares of R -1 in the name of the petitioners. However, R -1 has not delivered the certificates of shares.

(2.) THE authorised representative of the petitioners contended that when the petitioners did not receive delivery of certificates of 2,800 shares of R -1 they made enquiry with the share department of R -1 to find out the reason for non -delivery of shares thereafter the officer of R -1 informed the petitioners that there is some dispute. It was contended that R -1 by their letter dated 31st March, 2005 informed the petitioners that 2,800 shares of JIL were lodged for transfer by R -2 and one Mr. Dilip J. Joshi had filed a suit before the Hon'ble Bombay High Court and confirmed that they will release 2,800 shares of R -1 on petitioner's submitting dismissal order from court in Suit No. 305/1996, NOC from the lodger or alternatively a court order from a competent court establishing his title. He further contended that the suit filed by Mr. Dilip J. Joshi was dismissed by the Hon'ble Bombay High Court vide order dated 5th May, 1997 copy of which was submitted to the R -1.

(3.) IT was contended that in view of the clear provisions of section 113 of the Act the Company Law Board has jurisdiction to decide the present petition as R -1 has failed to deliver certificate of bonus shares within the time frame provided under the provisions. He further contended that the bonus shares were allotted for the record date 19th December, 2009 for which a notice under section 113(3) was served on 12th March, 2010 and present petition is filed on 13th May, 2010 and, therefore, the same is within limitation. Since it is the failure of R -1 to deliver the certificates of bonus shares and order can only be passed against R -1, therefore., R -1 is proper and necessary party. The petitioner placed reliance on the cases of Mrs. Trishla Jain v. Oswal Agro Mills Ltd. : [1990] 3 CLA 167 (Del.), Hardilia Unimers Ltd. v. Smt. Renu Jain : [1995] 19 CLA 190 (Raj.) in support that the petitioners are entitled for an order from the Company Law Board.