Present: 1. Shri S. Balasubramanian, Vice-Chairman.
2. Shri K.K.Balu,
Member.
IN THE MATTER OF COMPANIES ACT, 1956 (1 OF 1956)
AND
IN THE MATTER OF M/S TELEMATIC SYSTEMS LIMITED
C.A.
No.467/634A/SRB/98:
M. Muthuvel … Applicant
Vs.
1.
M/s Telematic Systems Limited
2. R. Devadass … Respondents.
C.A. No.468/634A/SRB/98:
PRESENT ON BEHALF OF PARTIES:
1. Shri T.K.Bhaskar, Advocate … for the Applicants in
CA Nos. 467/634A/SRB/98
& 468/634A/SRB/98.
O R D E R
(Date of Final Hearing: 28.02.2002)
K.K. BALU:
1.
These applications are filed
under Section 634A of the Companies Act, 1956 (“the Act”) against M/s Telematic
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 Nadu, 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 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.
(K.K. BALU) (S. BALASUBRAMANIAN)
Dated this the 23rd
day of May, 2002.