2006 (7) TMI 339 - HC - Companies Law

Summary

Issues Involved:
1. Request for issuance of duplicate share certificates.
2. Jurisdiction of the company court under Section 84(2) of the Companies Act, 1956.
3. Dispute over the title and ownership of shares.
4. Compliance with procedural requirements for issuing duplicate share certificates.

Issue-wise Detailed Analysis:

1. Request for Issuance of Duplicate Share Certificates:
The applicant sought directions for Godfrey Philips India Ltd. to issue duplicate share certificates for 8,350 equity shares. The applicant claimed to hold 33,400 equity shares but found only 25,050 shares in their records, attributing the discrepancy to missing bonus shares issued in 1992. Despite submitting the required indemnity bond and other formalities, the respondent did not issue the duplicate certificates. The applicant argued that under Section 84(2) of the Companies Act, 1956, and the listing agreement with the Stock Exchange, the respondent was obligated to issue the certificates within six weeks.

2. Jurisdiction of the Company Court:
The respondent and the intervener argued that the company court lacked jurisdiction to entertain the application due to the complex and disputed nature of the title to the shares. They contended that such matters should be resolved in a civil court. The intervener cited prior judgments, including the Supreme Court decision in K.K. Modi v. K.N. Modi, to support this argument.

3. Dispute Over Title and Ownership of Shares:
The respondent highlighted ongoing litigation between the parties, indicating that the ownership of the shares was contested. They argued that the applicant should seek resolution in civil court rather than through the company court. The intervener emphasized that the Supreme Court had previously ruled in favor of the objector's group regarding the shares in question.

4. Compliance with Procedural Requirements:
The court noted that the applicant did not claim that the original share certificates were lost, destroyed, mutilated, or defaced, as required under Section 84(2) for issuing duplicates. The applicant merely stated that their records did not account for the 8,350 shares. The court emphasized that without proving the existence and subsequent loss or destruction of the original certificates, the application could not be entertained under Section 84(2).

Judgment:
The court dismissed the company application, concluding that the applicant failed to meet the requirements of Section 84(2) of the Companies Act, 1956. The court found that the request for duplicate certificates was not substantiated by evidence of loss or destruction of the original certificates. The court also refrained from addressing the jurisdictional issue, as the application did not fall within the scope of Section 84(2). The dismissal was without prejudice to the applicant's right to seek appropriate reliefs regarding the title of the shares in a civil court or to invoke Section 84(2) in the future if they could establish the necessary conditions.

The court also disposed of the intervener's application, which sought intervention and had already been granted, without passing separate orders. No order as to costs was made.