SRINIVASAN J.

I. Facts : Kothari Industrial Corporation Limited is the appellant in all these appeals. It will be referred as "the appellant" in this judgment. The second respondent in all the appeals is Kothari Orient Finance Limited. The first respondent in these appeals are different companies, who are the only contesting respondents. There are 11 such companies. In this judgment, they will be referred to as "the respondent companies". The respondent companies lodged 4, 77, 560 shares of the appellant for registration of the transfer of these shares in their names, on June 29, 1991, June 11, 1992, and September 21, 1992. The transfers were approved for registration by the board of directors after the one-man committee appointed by it, viz., Sri B. P. Saxena, approved of the same. The transfers were accordingly registered in the names of the respondent companies. Pursuant thereto, the respondent companies have been receiving dividends. On October 15, 1992, the appellant offered a rights issue of partly convertible debentures (PCDs) to the shareholders in the ratio of one PCD of the face value of Rs. 400 each for every 17 shares held on the expiry of six months from the date of allotment of Rs. 250 to be adjusted towards adjustment of ten equity shares of Rs. 10 each at a premium of Rs. 15 per share. The respondent companies applied not only for the rights but also for additional PCDs before the closure of the issue on December 15, 1992. The appellant claims to have scrutinised the share transfers in favour of the respondent companies and found that the adhesive stamps on most of the transfer deeds had not been cancelled and on the remainder, the stamps had been partly or fully cancelled by the staff of the second respondent in these appeals, who is the registrar of the appellant-company. The details thereof are as follows :List A : 2, 721 share transfer instruments, where the stamps had not been cancelled, and remained uncancelled throughout, pertaining to 3, 00, 393 shares.

List B : 2, 955 share transfer instruments, where the stamps had been fully cancelled by the staff of the second respondent pertaining to 1, 73, 604 shares.

List C : 53 share transfer instruments where the stamps had been partly cancelled by the staff of the second respondent pertaining to 3, 563 shares.

The appellant filed 11 petitions before the Company Law Board on January 25, 1993, under section 111 of the Companies Act, 1956, seeking the deletion of the names of respondent companies from the register of members for reasons set out in the petitions. The case of the appellant in short before the Board was that the share transfer instruments were not duly stamped as per the provisions of the Indian Stamp Act, which require the cancellation of stamps prior to or at the time of the execution of the documents with the result, the registration of transfers was void ab initio and illegal. The cancellation of some of the instruments partially or fully by the staff of the second respondent would not validate the deeds. As the respondent companies were not legally members of the appellant-company and as their names had been entered in the register without sufficient cause, the register shall be rectified and their names deleted. It was the further case of the appellant that the respondent companies were not entitled to the issue of any further rights. A prayer was also made for refund of the dividends paid to the respondent companies on their shares so that the dividends could be paid to the transferors of the shares.

The appellant-company prayed for interim orders directing the company not to do any act or deed in pursuance of the letter of offer dated October 15, 1992, in regard to the respondent companies and to restrain the company from allotting any PCDs, shares--including bonus and rights--to the respondent companies in relation to their alleged entitlement of shares in respect of the shares covered by the petitions. The Company LawBoard passed an