JUDGMENT :

P.T. ASHA, J.

1. The unsuccessful plaintiff is the appellant before this Court.

2. The suit O.S. No. 289 of 1996 was instituted by the appellant on the file of the VII Assistant City Civil Court, Chennai seeking the following reliefs:

“(a) for declaration that the plaintiff is the lawful owner of the shares mentioned in the schedule hereunder and consequently the transfer of the schedule mentioned shares in favour of the present owners is null and void and not binding upon the plaintiff.

(b) directing the defendant to transfer the schedule mentioned shares to and in favour of the plaintiff.

(c) for permanent injunction restraining the defendant, its agents, employees or its men from processing or effecting the transfer of the shares mentioned in the schedule hereunder.”

3. It was the case of the appellant that he was regularly dealing in shares through his stock broker, M/s. Bafna Investment Consultants. In the course of this trade he had purchased 1500 equity shares of face value of Rs. 10/- of the 1st respondent company. The shares were delivered under delivery note dated 18.02.1993. Along with the shares, the requisite document for transferring the same in the name of the appellant had also been delivered by his stock broker.

4. It is the case of the appellant that he was under the belief that he had already submitted the shares for transfer through his broker. He later learned that it had not been so done. The appellant would contend that he might have lost the shares during the travel to his office by scooter. The appellant had lodged a complaint with the Assistant Commissioner of Police, Crime Records Bureau, Vepery, Chennai and the complaint was registered on 05.12.1995. However, the Police Authorities were not in a position to trace the missing shares.

5. He therefore wrote a letter dated 09.12.1995 to the respondent company informing them that he had lost the share in transit and also that complaint had been lodged and registered. In these circumstances, the appellant requested the 1st respondent to desist from transferring the shares in favour of strangers. He also called upon the 1st respondent to furnish the names of the persons who have applied for the transfer of these shares so that the plaintiff could take necessary steps against them.

6. By reply dated 22.12.1995, the 1st respondent informed the appellant that the shares in question had already been transferred and it would not be in a position to stop the transfer without orders of the Court. The details of transferees were not however provided to the appellant. The appellant would submit that the shares have been stolen from his possession and therefore the persons now holding the shares cannot claim ownership over the stolen property. It is in these circumstances, that the appellant had been constrained to approach the Court seeking the reliefs stated supra.

7. The 1st respondent on entering appearance had filed a written statement inter-alia questioning the maintainability of the suit before the Courts at Chennai when the jurisdiction was at Mumbai as the registered office of the 1st respondent was at Mumbai outside the jurisdiction of the Courts at Chennai. The 1st respondent had further contended that the appellant had deliberately undervalued the shares and has therefore paid inadequate stamp duty. The plaint, according to the 1st respondent, was bad for non-joinder of the necessary parties viz. the stock broker of the appellant.

8. That apart, the entire proceedings suffered from delay and latches. The appellant who claims to have received the shares in the month of February 1993 has come to know about its loss only in December 1995. The 1st respondent would submit that in keeping with the provisions of the Companies Act as and when a share certificate is lodged with them together with duly executed and valid transfer deed the company is bound to transfer the share in the name of the persons who lodged the shares along with the transfer deeds. Thereafte