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Vipin Aggarwal v/s HCL Infosys Ltd

    Company Petition No. 13/111 OF 1999
    Decided On, 27 July 2004
    At, Company Law Board Principal Bench New Delhi
    By, K.C. GANJWAL
    By, MEMBER
    Ms. Anjoo Jain for the Petitioner. Ms. Pooja for the Respondent.

Judgment Text
1. Petitioner Shri Vipin Aggarwal, E-353, Mayur Vihar, Phase-II, Delhi-91 has filed a petition under section 111(4) of the Companies Act, 1956 against M/s. HCL Infosys Limited (Formerly known as HCL Hewlett Packard Limited) and Shri Ashok Kumar Chawla praying for restoring back 500 Equity shares and 250 Bonus shares in his name and issue fresh share certificates by respondent No. 1 while cancelling the share certificates issued in the name of respondent No. 2 and also direct the respondent No. 2 to pay dividends received from 1994?1998.

2. The brief facts of the case are that the petitioner was the holder of 500 Equity shares of HCL Hewlett Packard Ltd. (Now HCL Infosys Ltd.). These shares were given to his brother Shri Sandeep Aggarwal at Saharanpur. There was theft in the office of Shri Sandeep Aggarwal on 2-9-1993 and these shares along with other shares were stolen and immediately an FIR was lodged with Sadar Bazar Police Station at Saharanpur and an intimation was also given to the company (respondent No. 1) not to transfer these shares in any body?s name.

3. The company respondent No. 1 vide letter dated 22-5-1995 informed the petitioner that the shares have been transferred in the name of respondent No. 2. The company has also supplied the copy of the Transfer Deed to the petitioners. The petitioner has submitted that his signatures as transferor were forged and have illegally transferred the 500 Equity shares and 250 Bonus shares to respondent No. 2.

4. The petitioner filed a civil suit before Civil Judge, Saharanpur where respondent No. 2 pleaded that he had purchased the shares from his brother and has paid him Rs. 15,000. The respondent have further pleaded that Civil Court does not have the jurisdiction and only the company court can hear the case. He also quoted the decision of the Hon?ble Supreme Court in Ammonia Supplies Corpn. (P.) Ltd. v. Modern Plastics Containers (P.) Ltd. 17 SCL 463. The Civil Judge dismissed the application stating that only the Company Judge has the jurisdiction to dispose off this matter.

5. The petitioner has further filed application for amendment of petition on the ground that the shares have further been transferred.

6. The petitioner has further submitted that the respondent No. 2 has transferred 150 shares to his brother Vikram Chawla, respondent No. 4 and in 99 the respondent No. 2 sold the remaining shares to respondent No. 3 and respondent No. 5 to respondent No. 11.

7. The Respondent No. 7, Escorts Automotives Limited in his reply has submitted that he is bona fide purchaser and no relief has been sought so the petitioner cannot have any grievances against the respondent.

8. The respondent No. 1, HCL Infosystem Limited in his reply submitted that the company has allotted 500 equity shares to the petitioner long back and these shares were lodged with the company for transfer alongwith transfer deed and the shares were transferred to various persons.

9. In response to the reply of respondent No. 1 the petitioner submitted that he had written to the respondent to stop the transfer of shares as there was theft at petitioner Brother?s office where the share certificates were lying. Further, the transfer deed cannot be said to be valid as on perusal of the same it will be clear that deed was executed on 9th August, 1993 and notarized on 28th September, 1993 much later than the execution of the deed and further the signature of the transferor are different. The petitioner have further stated that respondent have not given the date of lodging and the date of transfer of shares.

10. The respondent No. 2 in his reply has stated that the petition is time barred as the petition was filed after 6 years. He has further stated that he purchased the shares from his brother who happens to be the share-broker. It is false and fictitious story made by the petitioner.

11. None appeared on behalf of the respondent. The representative of the petitioner submitted that the petitioner was allotted 500 Equity Shares from Distinctive Nos. 16204422 to 16204921, Folio No. 30948. The share certificates were given to his brother and the same were stolen from his office and a FIR of theft was lodged in the police. The company was informed about the theft and was also requested not to transfer these shares and duplicate share certificates be issued and also to issue Bonus Shares of 250 to the petitioner. The respondent No. 1 had illegally and without tallying the signatures in his record transferred the shares in favour of respondent No. 2. Respondent No. 1 be also directed to pay dividend from 1993 till date. It is further submitted by the learned counsel for the petitioner that the respondent No. 2 did not produce any document or evidence to show that he has paid the consideration to the petitioner.

12. I have gone through the submissions of the petitioner. None appeared on behalf of respondents in spite of number of notices issued from March 2000. The learned Counsel for petitioner has relied on the judgment of this Board in the matter of Calcutta Security Printers Ltd. v. Calcutta Phototype Co. Ltd. [2002] 38 SCL 544 (CLB - Kol.) wherein it is held that the legal issues related to issue of duplicate shares, stamping of gifts deeds, provisions of transfer of Property Act etc. are not critical anymore, once it is held that the transfer itself was based on forgery. In the instant case, the Petitioner had filed an FIR of the loss of the shares and respondent-Company had also been informed accordingly. The respondent-Company was duty bound not to transfer the shares once it was brought to their knowledge that the shares had been lost and a proper FIR had been filed with the police. In the circumstance, I feel that the shares have been transferred fraudulently. Therefore, I direct the respondent-company to restore 500 equity share

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s in the name of petitioner and issue fresh share certificates. The share certificate in the name of Respondent No. 2 to 11 stands cancelled. Similarly, 250 equity shares issued as bonus shares on original 500 equity shares should also be restored back in the name of the petitioner by the respondent-Company and issue fresh share certificates. Bonus Share Certificates in the name of the respondent Nos. 2-11 stand cancelled. The respondent-Company should also pay the dividend on the above aforesaid shares from 1993?2004 to the Petitioner from the date of transfer. With above directions, the petition is disposed off and there is no order as to cost.