Company Law Board
M. Muthuvel And H. Anraj vs Telematic Systems Limited And R. ... on 23 May, 2002
ORDER
K.K. Balu, Member
1. These applications are filed under Section 634A of the Companies Act, 1956 ("the Act") against M/s Telemalic Systems Limited ("the Company") and its Managing Director for enforcement of the order dated 19.5.1997 of the Company Law Board ("the CLB").
2. The facts of the case are that the applicants had earlier filed company petitions in CP No. 24/111/SRB/96 and CP No. 4/111/SRB/97 seeking directions against the Company to register the transfer of 57,500 shares bearing certificate Nos. 136, 45, 63 and 12 and 90,701 shares bearing certificate Nos. 100, 87, 24, 29, 01, 10, 19 and 84 in their favour respectively. In spite of opportunities offered to the respondents to file their replies and enter appearance, they failed to file their replies, nor had they cared to enter appearance, Consequently, after hearing counsel for the applicants, this Bench was constrained to pass a common ex-parte order dated 19.05,1997 in both the Company Petitions directing the Company to register the impugned shares in favour of the applicants Within 30 days from lodgment of the shares along with instruments of transfer by the applicant petitioner in CP No.4/111/SRB/97 and in the case of CP No.24/111/SRB/96, the Company was further directed to issue duplicate share certificates in view of the reported non-availability of original share certificates before registering the transfer in favour of the applicant within three months. The Company was ordered to ensure compliance within three months from the date of receipt of the order.
3. Shri Bhaskar pointed out that the applicants, pursuant to the order dated. 19.05.1997 of the CLB had written to the Company by their letters dated 19.02.98 to effect the transfer in their name and send back all the share certificates duly endorsed as per the order of the CLB. However, the communications sent to the Company were returned with the postal endorsement ("left"). Shri Bhaskar urged that the respondents are deliberately evading service of the communications sent by the applicants and that there has been no change of the registered office of the Company as per the records of the Registrar of Companies, Tamil Nadir, Chennai, The Company has been deliberately refusing to comply with the order of the CLB. He, therefore, submitted that the CLB may appoint an officer to visit the registered office of the Company to effect the registration of the transfer in respect of 90,701 shares in the name of the applicant petitioner in CP No.4/111/SRB/97. He further submitted that in respect of the remaining 57,500 shares, being the subject matter of CP No.24/111/SRB/96, the Company may be of the applicant petitioner in CP No.4/111/SRB/97. He further submitted that in respect of the remaining 57,500 shares, being the subject matter of CP No.24/111/SRB/96, the Company may be directed to issue duplicate share certificates and appoint an officer to visit the registered office of the Company to effect the registration of the transfer in the name of the applicant.
4. It is observed that the communications made by the applicants with the Company pursuant to the order dated 19.05.1997 were returned. The envelopes containing copy of the applications sent by the applicants to the Company have also been returned undelivered. There has been no response for the notices sent by the Bench Officer for the hearing of the applications. The respondents never entered appearance while the company petitions were heard and disposed. The respondents are deliberately evading the notices of this Bench and has no intention to comply with the order dated 19.05.1997. Accordingly, we dispose of both the applications ex-parte with the following directions;
In respect of 90,701 shares covered in C.P. No. 4/97 (C.A. No.468/98), the share certificates are available with the applicant, Shri H. Anraj. However, in respect of 57,500 shares covered in C.P. No. 24/96 (C.A. No.467/98) the share certificates are not traceable and the applicant has sought for issue of duplicate certificates and registration. Since the letters/notices addressed to the registered office have been returned undelivered, no useful purpose will be served by directing the Bench Officer to rectify the register of members as sought for by the petitioner in CA No.468/98. Therefore, in respect of 90,701 shares, under the authority of this order, the Bench Officer will endorse on the reverse of the share certificate the fact of transfer of shares in favour of Shri H. Anraj. This will be conclusive evidence of the registration of the transfer having taken place. In respect of 57,500 shares directed to be registered in favour of the Shri M. Muthuvel, the Bench Officer will give a certificate under the authority of this order that Shri Muthuvel is the registered share holder of the shares specifically indicating the distinctive and share certificate numbers and this certificate of Bench Officer shall be conclusive evidence of Shri Muthuvel having become the registered shareholder of the shares indicated in the certificate. A copy of this order shall be sent to the Registrar of Companies for taking on record in the company's file and this order shall form part of the Annual Report of the Company as and when the same is filed.
5. No order as to cost.