1995 (12) TMI 278 - HC - Companies Law

Summary

Issues:
1. Refusal to transfer suit shares by defendant No. 10.
2. Disputes regarding authorized signatories for transfer deeds.
3. Allegations of malicious actions by defendant No. 10.
4. Buy back arrangement between parties.
5. Consideration of legal infirmities in the decision of defendant No. 10.
6. Application for ad interim relief.

Analysis:
1. The judgment addresses the refusal of defendant No. 10 to transfer suit shares due to discrepancies in signatures on transfer deeds. The court notes that the plaintiffs failed to prove that the transfer deeds were signed by authorized signatories. The defendant No. 10's affidavit regarding the lack of notification of signatory details supports their position.

2. The case involves disputes over authorized signatories for transfer deeds, with the plaintiffs relying on Powers of Attorneys executed by registered holders in favor of defendant No. 2. However, the court highlights the necessity of notifying signatory details to defendant No. 10, which was not done in this case. The court finds the defendant No. 10's procedure for verifying signatures to be convincing.

3. Allegations of malicious actions by defendant No. 10 are raised, suggesting collusion with other defendants. The court, however, finds no convincing evidence of malice, fraud, or collusion. It notes the existence of a buy back arrangement between parties, indicating restrictions on the circulation or sale of the shares in question.

4. The judgment discusses the implications of the buy back arrangement on the transfer of shares and monetary transactions between the parties. It emphasizes the need for monetary adjustments if the delivery of shares is deemed ineffective. The court refrains from granting ad interim relief due to the absence of a prima facie case and directs parties to act in accordance with Stock Exchange regulations.

5. Legal infirmities in the decision of defendant No. 10 are considered, with the court finding no fault in the procedure followed by the company. The judgment clarifies that the Stock Exchange may take necessary actions as per regulations, subject to final court orders.

6. The application for ad interim relief is ultimately refused, keeping all contentions open for further hearings. The court highlights the potential negligence of stock brokers and the monetary claims they may have against involved parties. The judgment concludes by authorizing parties to act based on an authenticated copy of the order and expediting the issuance of a certified copy.