C.P. No. 13/111A/SRB/2000

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

AND

IN THE MATTER OF THE M/S SATYAM COMPUTER SERVICES LIMITED

PETITIONERS:

1. Smt.Pratibha Dilip Karnad

2. Shri Dilip Raghuveer Karnad

RESPONDENT:

1. M/s Satyam Computer Services Limited

PRESENT ON BEHALF OF PARTIES:

1. Dr. Dilip R. Karnad, the first petitioner.

2. Shri P.R. Vandana, Advocate for the Company.

O R D E R

(DATE OF FINAL HEARING: 20.04.2001)

S. BALASUBRAMANIAN:

1. The complaint of the petitioner in this petition filed under Section 111A of the Companies Act, 1956 (“the Act”) is that M/s Satyam Computer Services Limited (“the Company”), in which the petitioner hold shares, has not dematerialised 100 shares for which the petitioner has made a request to the Company and that it has not issued 100 bonus shares in respect of the above 100 shares.

2. According to the petitioner, he acquired 700 shares by way of transfer which were all registered in his name. In addition, he had purchased another 550 shares which were also registered in his name. These 550 shares were dematerialised while the other 700 shares were in physical form. Later when he sent these 700 shares for demat, the Company dematerialised only 600 shares. The Company had declared 1:1 bonus shares and as against the entitlement of the petitioner of 1,250 bonus shares, the Company credited in his demat account only 1,150 shares. Thus, according to the petitioner, the Company has failed to credit his demat account with 200 shares (including 100 bonus shares) and as such he has sought for suitable direction to the Company in this regard.

3. According to the Company, when the petitioner sent his 700 shares for dematerialisation, one Mrs. Veena Agarwal had filed a civil suit before Additional Civil Judge Court, Agra claiming title over 100 shares in respect of share certificate 117752 and the said court has passed a decree directing the respondents to issue duplicate shares in respect of these 100 shares. Since the proceedings in respect of the 100 shares were pending in the civil court, the impugned shares have been marked under Stop Transfer and also kept the 100 bonus shares in reserve. All the dividends attributable to these shares are also kept in reserve. According to the Company, the name of the petitioner continues as the registered holder of these 200 shares and as such the question of rectification of register does not arise. However, the petitioners have in rejoinder contended that the civil suit filed by Mrs. Veena Agarwal cannot in any way affect title of the petitioner in respect of the impugned shares and claimed compensation for the loss sustained by the petitioners on account of callous attitude of the Company. It has also been contended in the rejoinder that the Company had delayed dematerialising 600 shares by over 10 months, because of which, the petitioners could not sell the shares either in physical form or in dematerialised form, because of which they have lost about Rs.32 lakhs. They have sought for directing the Company to compensate them for loss.

4. We have considered the pleadings and we have also seen the plaint filed in the Cvil Court in Agra and the order passed by the said Court. In the last paragraph of that order, which is in Hindi, the court has ordered delivery of the shares mentioned in Annexure-B to the plaintiff which contains 100 shares impugned in the petition. Since the date of order of the Civil Court is 20.06.98 and since bonus shares were issued in respect of these 100 shares only in 1999, the order of the civil court in respect of the original 100 shares would cover these bonus shares also. Since the Company has acted in terms of the order of the civil court, there is no scope for us to pass any order on this petition. Further, since the name of the petitioner continues as the registered shareholder in the register of members of the Company, the question of ordering rectification of the register of members does not arise. As far as the prayer of the petitioners for directing the Company to pay compensation for the delay in dematerialisation of 600 shares, the granting of such prayer is beyond the scope of Section 111A.

5. Accordingly, we dismiss this petition.

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

Dated this the day of June, 2001