Rajiv Sahai Endlaw, J.

1. The plaintiff claims:

(i) that M/s Visesh Infotecnics Ltd. (VIL) is a public limited company;

(ii) that the defendant was a Joint Managing Director of the said company holding about 11,000 shares in his name;

(iii) that in the year 2004, the plaintiff purchased the majority shares in the said company and took over the management thereof from the erstwhile management and assumed the position of chairman of the said company;

(iv) that the plaintiff, for the sake of continuity, allowed the defendant to continue with the company and gave him the position of Managing Director in the company making him the senior most official of the company;

(v) that the plaintiff was also in management of another company viz. MPS Technosoft Ltd. (MPS);

(vi) that the defendant by virtue of being the Managing Director in VIL also started advising the plaintiff about the affairs of MPS and suggested various expansion plans / new business ventures for VIL as well as MPS;

(vii) that in April, 2004, the defendant represented to the plaintiff that he was facing difficulties in convincing investors and clients that he was stable in MPS and VIL as the investors and clients wanted assurance that he was stably stationed with MPS and VIL; the defendant thus suggested that some of the shares of MPS be parked in his name and also represented that it was a common market practice to keep part of shareholding with senior officials of the company and that the same would make it easier for him to convince the clients / investors and impress them with his abilities and skills about his stability in MPS and VIL and help in bringing new business to MPS and VIL;

(viii) that on such representations of the defendant, the plaintiff agreed to park / keep-in-trust shares of MPS with the defendant and on 27.04.2004 transferred part of his equity in MPS being 31,97,150 shares of MPS in the name of the defendant; it was decided that the said shares would be parked with the defendant in-trust / as custodian and that the defendant would return the same to the plaintiff whenever the plaintiff will demand the same or in the event of disassociation of the defendant from MPS or VIL;

(ix) that of the aforesaid 31,97,150 shares so transferred to the defendant, 9,97,150 shares were transferred from the holdings of the plaintiff through Omkam Developers Pvt. Ltd. (Omkam) and 22,00,000 shares were transferred from the holding of the plaintiff through BGR Finvest Pvt. Ltd. (BGR);

(x) that the aforesaid transfer of shares was subsequently brought to the notice of the Board of Directors of MPS as it was mandatory to inform the Board of Directors of MPS as to why no stamp duty was being paid on the transfer; as the shares were only being parked with the defendant in-trust / as custodian, no consideration was paid to the plaintiff;

(xi) that thereafter, on the suggestion of the defendant and after complying with the formalities, in or about July, 2005 MPS was merged with VIL and the defendant was issued 23,97,863 shares of VIL against the aforesaid 31,97,150 shares of MPS which were in his name, though under the arrangement aforesaid;

(xii) that on 07.11.2005, the defendant gave an interest free loan of Rs.34,50,000/- to VIL;

(xiii) that VIL on 18.02.2006 issued dividend @10% and accordingly dividend of Rs.23,97,863/- was issued with respect to the shares aforesaid in the name of the defendant, in the name of the defendant; however since the defendant had no right thereto, it was decided that the defendant would deposit the same sum amount of Rs.23,97,863/- with VIL (Para No.17);

(xiv) that the defendant thus became liable to pay Rs.23,97,863/- to the plaintiff as the dividend had been issued on the shares that were property of the plaintiff (Para No.18);

(xv) that the defendant however failed to do so and ultimately on much persuasion vide cheque dated 17.05.2006 transferred a small part of the dividend amount of Rs.5,50,000/- leaving a balance of Rs.18,47,