C.P. No. 12/111A/SRB/2001

Present: 1. Shri S. Balasubramanian, Vice-Chairman

2. Shri K.K.Balu, Member.

IN THE MATTER OF COMPANIES ACT, 1956 (1 OF 1956)

SECTION 111A

IN THE MATTER OF M/S SATYAM COMPUTER SERVICES LIMITED

PETITIONER:

Zurich India Mutual Fund

RESPONDENT:

Satyam Computer Services Limited

PRESENT ON BEHALF OF PARTIES:

1. Shri M. Muthukumaran, Advocate … for Petitioner.

2. Shri S. Ravi, Advocate … for Respondent.

O R D E R

(Date of final hearing: 09.11.2001)

K.K. BALU:

1. This petition is filed under Section 111A of the Companies Act, 1956 (“the Act”) seeking issue of directions to M/s Satyam Computer Services Limited (“the Company”) to register the transfer of 500 shares covered by certificate Nos. 176232, 81321, 113047, 79217 and 112310.

2. The facts, in brief, as reiterated by Shri M.Muthukumaran, Advocate for the petitioner are that the petitioner, a body corporate constituted as Mutual Fund had appointed IIT Corporate Services Limited as their constituted attorney to provide custodial services to the said Fund. The petitioner had lodged 600 equity shares of the Company between 12.8.1996 and 26.11.1997 for transfer in their name. In spite of the repeated demands and complaints made to the Bombay Stock Exchange and Securities Exchange Board of India, the Company failed to effect the transfer in respect of the impugned shares in their favour. However, the Company had registered the transfer only in respect of 100 shares covered by Certificate No.166903. Hence this petition.

3. According to Shri S.Ravi, Advocate appearing on behalf of the Company, the Company received only 400 shares, comprising in Certificate Nos.176232, 81321, 79217 and 166903 for transfer on different dates. However, the Company had returned the share certificate Nos. 176232, 81321 and 79217 comprising of 300 shares to the petitioner in view of the fact that the Company had already issued duplicate share certificates in respect of these shares on the request of the registered holders. Consequently, the Company could not effect transfer of these 300 shares in favour of the petitioner. In regard to the share certificate Nos.166903 for 100 shares, the Company had duly effected the transfer in favour of the petitioner and returned the relevant share certificate. Shri Ravi further denied the receipt of remaining 200 shares covered by Share Certificate Nos.113047 and 112310 from the petitioner. He pointed out that these 200 shares are in the name of Shri Anil Kumar Asnani of Bhopal and Shri G.Mahesh of Trivandrum. In this connection, Shri Ravi referred to the various correspondences between the Company and IIT Corporate Services Limited, the attorney of the petitioner. In the circumstances, Shri Ravi expressed the legal impediment faced by the Company in transferring the impugned shares in favour of the petitioner and that the petitioner has no remedy before the CLB.

4. We have considered the pleadings and oral submissions made on behalf of the petitioner as well as the Company. The petition is in relation to 500 shares covered by share certificate Nos. 176232, 81321, 113047, 79217 and 112310. In regard to 300 shares covered by share certificate Nos.176232, 81321 and 79217, the Company contends that these shares were returned to the custodian of the petitioner for the reason that duplicate shares were already issued against the said shares, which is stoutly denied by the petitioner. It is observed from the records that the Company by its letter dated 16.11.1996 (Annexure 1) addressed to the custodian of the petitioner had furnished reasons for not registering the transfer in respect of the 100 shares covered by share certificate No.79217 in favour of the petitioner. Similarly, the letters dated 28.11.1996 and 2.12.1996 sent by the Company (Annexure 3 & 5) in favour of the custodian of the petitioner do contain the reasons for not transferring the shares in respect of the 200 shares covered by share certificate Nos.81321 & 176232. Though Counsel for the petitioner opposed the stand of the Company that these Share Certificates had been returned to the petitioner, the recitals in rejoinder (at para 6 page 4) which reads “… that the respondents have given those shares back as a bad delivery after the limitation period is over…” belies the claim of the petitioner. It is, therefore, beyond doubt that the Company had sent back 300 shares covered by share certificate Nos.176232, 81321 and 79217 as bad delivery to the petitioner. In so far as 200 shares covered by ce actually sent or delivered to the Company on a particular date, in absence of which we are not inclined to agree with the counsel for the petitioner that the Company had failed to register the transfer of these shares. For these reasons, the petition must fail and accordingly, the petition is dismissed.

5. No order as to cost.

(K.K. BALU) (S. BALASUBRAMANIAN)

Dated this the 10^th day of December, 2001