The central legal point established in the judgment is the mandatory nature of the provisions under the Companies Act related to transfer and transmission of shares, and their influence on determining the rights of shareholders in cases of alleged fraud and ownership disputes.

JUDGMENT

Soumen Sen, J. - The appellant is aggrieved by the judgment and decree dated 19th august, 2017 by which the learned 12th Bench of City Civil Court at Calcutta dismissed the suit being T.S. No. 1525 of 2016 (Kiran Devi Poddar vs. Sundaram Clayton Limited and Ors.). The plaintiff filed a suit for declaration and permanent injunction against the defendant.

Upon receiving the summons neither the defendants nor the substituted defendants of deceased defendant no.3 appeared before the trial court to contest the suit. accordingly, the suit proceeded ex parte against all the defendants.

The suit is based on unusual facts and surrounded by suspicious circumstances.

The plaintiff alleged to have purchased 4 share certificates of 50 shares each, that is, 200 shares of M/s. TVS Motor Limited formerly known as TVS Suzuki Limited from Gouri Dutt Parmanandka on 2nd May, 1990 on payment of Rs.4000/- and received share transfer deed and certificate. The face value of each share Rs.10/- Gouri calimed to have executed Form 7B, Share Transfer Form, on 2nd May, 1990 in the name of the plaintiff in presence of the witness namely, Mr. Ramesh Mehta. On 20th January, 2011 Sundaram Clayton Limited (in short 'Sundaram'), Share Transfer agents of TVS addressed a letter to Gouri requesting her to return the old share certificates of erstwhile TVS Suzuki Limited in lieu of new share certificates of TVS Motor Company Limited to be issued in her name. Since no response was received a reminder letter was issued on 25th July, 2011 requesting Gouri to forward the old share certificates within 14 days from the date of the said letter failing which Sundaram shall be constrained to transfer the said shares to 'Unclaimed Suspense account' with one of the Depository Participants (DPS) in a dematerialized form.

The plaintiff alleged that there has been a series of letters exchanged between the plaintiff and Sundaram for revalidation of the 200 shares purchased by the plaintiff from Gouri but Sundaram refused to register in view of merger of TVS with Sundaram under a scheme of amalgamation sanctioned by Hon'ble High Court of Madras vide order dated 10th December, 1999 following which new shares were issued in the name of Gouri having distinctive Nos. 142880241 to 142882240, on 18th July, 2013 under share certificate no. 7974 for the aforesaid 2000 shares without surrender of the old share certificates nos. 71847 to 71850 aggregating to 2000 shares. These 2000 shares were subsequently transferred in favour of arju Poddar on 20th May, 2015. The plaintiff requested Sundaram to stop transfer of shares in favour of arju as the plaintiff is the rightful owner of the shares to which Sundaram responded stating that the plaintiff would be required to approach the Company Law Board/ Jurisdictional Court for getting appropriate order.

The plaintiff alleged that the defendants in collusion and connivance with each other practiced fraud upon the plaintiff causing huge financial loss and damages for which the defendants are liable to compensate.

The cause of action arose on 24th July, 2015.

In the suit the plaintiff has prayed for the following reliefs:

1. Decree for declaration that the plaintiff is entitled to get 2000+2000 shares converted original TVS Suzuki Ltd. Madras (TVS Motor Co. Ltd.) shares to be issued by the defendant no.1 and 2 and upon further declaration that the defendant no. 1, 2 and 3 have no right to transfer the shares in favour of defendant nos. 4 and 5 upon further declaration that the transfer of shares made in favour of 4 and 5 is forged and fraudulent and is not binding upon the plaintiff in the eye of law.

2. Mandatory injunction directing the defendant no. 1 and 2 to issue fresh shares as mentioned in favour of the plaintiff.

3. Decree for damages @ Rs.500/- per diem from the date of refusal to issue shares till the shares are issued.

4. ad-interim order of injunction restraining the defendant nos. 1, 2 and 3 from taking any steps or further steps to provi