( 1 ) THIS order proposes to dispose of an application under Order 7 Rule 11 (d) of the Civil Procedure Code filed by defendant No. 4 and seeking rejection of plaint filed by the plaintiff.

( 2 ) THE facts as set out in the plaint may briefly be noticed. The plaintiff, a private limited company owned 86469 equity shares of ten rupees each in M/s. HMM Ltd, the defendant No. 3. In April, 1982 the plaintiff borrowed a sum of Rs. 14 lakhs from defendant No. 1 on pledge of the said equity shares. The pledged share certificates were accompanied by blank transfer deeds. In August, 1992, fresh blank transfer deeds were signed by an authorised signatory of the plaintiff and delivered to defendant No. 1. In November, 1982, on a request made by defendant No. 1, they being in dire need of money, were allowed to pledge the shares only as security with State Bank of India, the defendant No. 2. It was specifically understood that the defendant No. 1 would utilise the transfer forms only for the purpose of executing documents of security and not to transfer the ownership rights to defendant No. 2. Subsequently, the plaintiff made time to time payments on account of interest to the defendant NO. 1 by means of bank drafts. In February 1983, the proposal of defendant No. 1 asking if the plaintiff was interested in disposing of its shares was declined by the plaintiff. On 9. 2. 83, the plaintiff telegraphically requested for the return of the pledged shares against payment of the loan amount. There were subsequent requests as well. But the shares were not returned by the defendant No. 1 to the plaintiff s bankers, as instructed and requested by the plaintiff. The plaintiff came to know that defendant No. 1 had pledged the shares with defendant No. 2, handed over the blank transfer forms signed by the plaintiff and that the defendant No. 2 had approached the defendant No. 3 for transferring the shares in the name of defendant No. 2 or any of its nominees. Neither the defendant No. 1 nor defendant No. 2 had any power or authority to sell the shares nor did any of them have the plaintiff s consent. The plaintiff is entitled to the shares plus the bonus shares as also the dividends and any other benefit accrued on the shares. The defendants No. 1 and 2 could not have transferred the shares either in their own name or in the name of any one else without the plaintiff s consent. The plaintiff has always been and is still ready and willing to pay the loan amount and have the shares returned. Any action of any of the defendants obstructing exercise of such right of the plaintiff is void and unenforceable. The act of the defendants No. 2 and 4 purchasing the shares is mala fide. The defendant No. 4 who has purchased the shares, has not acted with reasonable care, bonafides and good faith. It had full knowledge that the shares were held as security for the pledge. No notice of sale was given to the plaintiff. The sale by defendant No. 2 is illegal.

( 3 ) IN the background of the abovesaid statement of facts, the plaintiff has sought for the following reliefs :

"it is, therefore, respectfully prayed as under :- (a) That this Hon ble court be pleased to declare that the plaintiff is the absolute owner of 86469 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 defendants No. 1,2 and 4 from transferring 86469 equity shares and bonus shares either in their name or in the names of their nominees; (c) the decree for mandatory injunction directing the defendants 1,2 and 4 to return the 86469 equity shares and bonus shares along with the blank transfer forms to the plaintiff. (d) the defendants No. 1 and 2 be directed to render accounts in respect of the dividend received by them on the aforesaid shares; (e) The defendant No. 3 be refrained permanently from affec