A company is not obligated to issue duplicate share certificates to a person who is not the registered holder of the shares and has not proven ownership through proper evidence.

Ashim Kumar Banerjee, J.

ICICI Bank Limited the appellant above named is a public limited company registered under the provisions of Companies Act, 1956 (hereinafter referred to as the "said Act of 1956"). Its shares are quoted with the recognised Stock Exchanges of the country and abroad. The respondent is also a company said to be registered under the provisions of the said Act of 1956, inter alia, dealing with shares. Respondent claimed that it purchased 410 shares of Rs.100.00 each and 250 shares of Rs.10.00 each of the appellant in exchange of valuable consideration from M/s R.K. Chamaria & Company of 3A, Pollock Street, Calcutta. The respondent also claimed that the shares were kept in their office at 5, Sambhu Mallick Lane, Calcutta along with blank transfer deeds duly executed by the respective; transferors. On May 31, 1995 those shares were found missing from the office of the respondent. On June 2, 1995 the respondent informed the appellant about such misplacement and requested them to stop transfer of those shares, if lodged with them. They also lodged a complain with the local Police Station on June 7, 1995. The respondent also claimed duplicate certificates from the appellants which the appellant refused to issue.

2. In this backdrop the respondent filed a civil suit, inter alia, claiming for a declaration that they were lawful owners of the shares in question and the appellant should be perpetually restrained from registering those shares and/or recording any transfer in respect those shares in favour of any person other than the respondent. The respondent also claimed issuance of duplicate share certificates.

3. The suit was contested by the appellant. At the trial one Jugal Kishore Sadani stated to be a friend of the respondent filed an affidavit of evidence inter alia, claiming that he was duly authorised by the respondent to depose on their behalf. He claimed that one Radha Kishan Garodia was his friend. He authorised him to depose on behalf of the respondent as a Director of the said company. In paragraph 2 of the said affidavit he stated, "I have been handling the suit proceedings on behalf of the plaintiff and I am acquainted with the facts and circumstances of the case".

4. The learned Single Judge by judgment and decree dated July 23, 2004 disposed of the suit by holding in favour of the respondent and by granting relief in its favour. Hence, this appeal by the appellant.

5. On perusal of the judgment and decree impugned in this appeal appearing at pages 14-21 of the Paper Book it appears that the learned .Judge relied on the evidence of Sadani to the extent of loss of shares and refusal on the part of the appellant in issuance of duplicate shares and held that there was no challenge from the end of the appellant that the respondent did not purchase those shares and as such they were entitled to the relief as claimed. The learned Judge held that the respondent was a bona fide purchaser in respect of the shares mentioned in Schedule A to the plaint and granted relief accordingly.

6. Mr. Hirak Mitra, learned Senior Counsel, being ably assisted by Mr. Deb Dutta Sen, learned Counsel appearing for the appellant contended as follows :

(i) The evidence of Sadani was of no consequence since he did not assert that he had witnessed the transaction between the respondent on the one hand and Chamaria on the other hand and he had personal knowledge that on May 31, 1995 when the shares had been lost from the office of the respondent. Unless Sadani had any personal knowledge of the transaction and/or the subject controversy he would not be able to depose on behalf of the respondent.

(ii) Learned Judge of the Court below erred in relying upon the evidence of Sadani without appreciating that his evidence was of no consequence in absence of any personal knowledge.

(iii) The ownership was not proved as Sale Notes and Bought Notes, if any, were not produced in evidence.

(iv) Until and unless the title to the shares was proved