The main legal point established is that in certain circumstances, a claim can be filed without the original share certificates, provided an Indemnity Bond and an undertaking are provided, considering the public money involved.

R. BANUMATHI, J –

1. Challenge in this intra Court Appeal is the order of learned single Judge dated 22.8.2008 in Company Application No.2106 of 2008 in C.P.No.39 of 2001, whereby the learned single Judge declined to direct the Official Liquidator to process the claim of the appellant for Rs.40,00,000/- invested in M/s.Dutch Rama Agro Foods without insisting on production of the original share certificates.

2. The Appellant - Tamilnadu Agro Industries Development Corporation Limited was then jointly owned by Union of India and Government of Tamil Nadu registered under the Companies Act. Main objects of the appellant is to grow, raise, cultivate and deal in all types of mush rooms and mush room products and their by-products and also to carry on business of the farming in all its branches including dairy farming, fruit farming, vegetable farming, fish farming, etc., The Managing Director of M/s.Dutch Rama Agro Foods Limited (in short, Rama Agro Foods") approached the appellant stating that it is processing and canning white button mushrooms and that it has to commence production . Believing the representation and the assurance made by the Managing Director of the said Company, the appellant paid Rs.40,00,000/- by Cheque bearing NO.046618 dated 8.5.1996 and the said Dutch Rama Agro Food Products issued 4,00,000 equity share certificates. Contrary to its assurance, the said Company did not commence business of button mushroom product. After issuing statutory notice, the appellant Company filed winding up petition under Sections 433, 437 and 439 of the Companies Act. By an order dated 3.7.2002 in C.P.No.39 of 2001, Rama Agro Foods was ordered to be wound up and the Official Liquidator was appointed as the liquidator of the said Company with directions to take charge of all the assets and effects of the company in liquidation. The appellant Company filed affidavit of claim and affidavit of proof of debt dated 7.2.2007 before the Official Liquidator claiming a total amount of Rs.97,79, 455/- as due and payable from and out of the assets of Rama Agro Foods. The Official Liquidator has stated that the claim affidavit should have been filed on or before 6.12.2006. Hence, the appellant filed C.A.No.2553 of 2007 and by order dated 29.7.2007, the said application was allowed condoning the delay in filing the claim affidavit before the Official Liquidator. The Official Liquidator also scrutinised the details of claim affidavit and other claims and is said to have admitted that Rs.40,00,000/-invested in Rama Agro Foods by the appellant would be payable at Official Liquidator's Office on 27.2.2008.

3. Case of Appellant is that by the orders of Government of Tamil Nadu, the entire operations and functions of Tamil Nadu Agro Industries Development Corporation was closed and entire staff and employees were retrenched with effect from 26.3.2002.

According to the Appellant, case bundles numbering more than 60,000 were dumped in three rooms of the appellant Corporation and the original share certificates are not immediately traceable. Therefore, the appellant Corporation filed C.A.No.2106 of 2008 to direct the Official Liquidator to process the claim of the appellant for Rs.40,00,000/- on the basis of available records and books of accounts seized from the office of Rama Agro Foods without insisting on production of the original share certificates and to direct the Official Liquidator to pay Rs.40,00,000/- to the appellant.

4. The Official Liquidator has filed the report stating that as per the direction of the Court in C.P.No.39 of 2001 (3.7.2002), the Official Liquidator has taken possession of the movable and immovable assets situated in Meyyur village, Madurantakam Taluk on 16.8.2002 and subsequently the same was sold and a sum of RS.4,55,00,000/- was realised. Based on the statement of affairs and other information furnished by Ex.Directors of the Company in liquidation, the Official Liquidator filed an application in C.A.No.1552 of 2