K. Ramamoorthy, J.

( 1 ) THE plaintiff had originally filed the suit against defendants 1 and 2 seeking to recover 86,469 shares of HMM held by it. Third defendant is a Company HMM and no relief was asked for against that Company. Later on. Unit Trust of India, 4th defendant, sought to implead itself as a party and that was granted by this Court. The plaintiff amended the plaint and sought for the following reliefs:

" (A) that this Hon ble Court be pleased to declare that the plaintiff is the absolute owner of 86,469 shares alongwith bonus shares of M/s. HMM Ltd. , the details of which are mentioned in the Annexure-III attached with the plaint and are entitled to deal with them in any manner desired by it; (b) for permanent injunction, restraining the defendant Nos. 1, 2 and 4 from transferring 86,469 equity shares and bonus shares either in their names or in the names of their nominees; (e) the decree for mandatory injunction directing the defendant Nos. 1, 2 and 4 to return the 86;469 equity shares and bonus shares alongwith the blank transfer forms to the plaintiff. (d) the defendant Nos. 1 and 2 be directed to render accounts in respect of the dividend received by them on the aforesaid shares; (e) defendant No. 3 be reframed permanently from affecting transfer of the said 86,469 equity shares and bonus shares of M/s. HMM Ltd. detailed in Annexure-III of the plaint in the names of defendant Nos. 1,2 and 4 or any of their nominees; (f) that defendant No. 3 be directed to pay all the dividends on 86,469 equity shares and bonus shares to the plaintiff; (g) costs of this suit be awarded in favour of the plaintiff against the defendant Nos. 1 and 2. "

( 2 ) THE case of the first defendant briefly stated is that the plaintiff borrowed Rs. 14 lakhs from it. The plaintiff gave the shares to the first defendant with blank transfer deeds. The plaintiff did not pay any amount towards the principal and the full amount of interest was riot paid. Therefore, it had dealt with these shares.

( 3 ) THE case of the second defendant was that one Heritage Estate Pvt. Ltd. (hereinafter called the heritage ) placed the shares with the second defendant as cover for overdraft facilities given by the second defendant to the Heritage. Heritage represented that it did not require any overdraft facility and took away the shares and, therefore, the second defendant had nothing to do with the shares and on 8. 2. 1983 the shares had been handed over to the Heritage.

( 4 ) THE third defendant did not file any written statement because no relief is asked for against the third defendant.

( 5 ) THE 4th defendant stated that it had purchased the shares through the market from B. C. Devidas for consideration and the 4th defendant is a bona fide purchaser for value, that the 4th defendant is entitled to bedeclared as the owner of the shares and that the 4th defendant is entitled to the dividend payable on the shares.

( 6 ) THIS is in short a panoramic view of the case.

( 7 ) ON 6. 5. 1983 the plaint was presented. I shall note briefly the respective contentions of the parties as reflected in the pleadings before narrating the events in chronological order. The case set up in the original plaint by the plaintiff is this. The plaintiff is the owner of 86,469 equity shares, faced value of which was Rs. 10. 00 each, in third defendant Co. In the first week of April, 1982 the plaintiff raised a loan of Rs. 14 lakhs with the first defendant. On 3. 4. 1982 the Board of the plaintiff passed a resolution resolving to borrow from the first defendant Rs. 14 lakhs. The first defendant wanted security. First defendant paid Rs. 4 lakhs on 8. 4. 1982, Rs. 2. 50 lakhs on 28. 4. 1982, and Rs. 7. 50 lakhs on 1. 5. 1982. First defendant wrote to the plaintiff seeking 15 new share transfer forms requesting the plaintiff to send them back duly signed promising to send the old one received from the plaintiff. This was on 6. 8. 1982. On 7. 9. 1982 the plaintiff in response to the lette

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