1. The present application is filed by the applicant/first respondent under Regulation 44 of the CLB Regulations, 1991, praying inter alia this Bench to dismiss the CP as not maintainable on the grounds as stated in the application.

2. Shri P.S. Raman, learned Sr. Counsel, leading the arguments on behalf of the applicant-Company, submitted that the Company Petition was filed by the respondent/petitioner under section 397 of the Companies Act, 1956 praying inter alia to (a) direct the first respondent-company to pay the outstanding dividend payable till date to the petitioner-bank in respect of its shareholding in the first respondent Company and who continue to pay dividends to the petitioner as and when they are declared and becomes due and payable; (b) direct the first respondent Company to deliver the bonus shares to the petitioner-bank in respect of the petitioner- bank shareholding in the first respondent Company and continue to deliver the bonus shares to the petitioner-bank as and when they are declared and becomes due for delivery; (c) permanent injunction restraining the first and second respondent from dealing with the petitioner’s bank equity shares held in the first respondent Company; (d) appoint an Administrator to regulate the conduct of the first respondent namely, Indowind Energy Ltd.’s affairs.

3. The learned Sr. Counsel for applicant submitted that the petition is not maintainable on the ground that the shareholders status of the respondent/petitioner in the applicant Company is pending in the High Court of Madras and the respondent/petitioner has failed to state in the petition the fundamental allegation that the circumstances warranted to wind up the applicant Company and the right to seek relief for non-payment of dividend the respondent/petitioner, cannot invoke the provisions of section 397 of the Companies Act. In respect of the first prayer of the respondent/petitioner the learned Sr. Counsel submitted that the applicant Company has not declared any dividend after 2004 to till date hence the question of payment of dividend will not arise. The non-declaration of dividend will not per se amounts to oppression. In respect of the second prayer of the respondent/petitioner it is submitted that the applicant Company has declared the bonus shares during the year 2004 if the respondent/petitioner is entitled for any bonus shares it would come automatically and it is a legal right to receive bonus shares if the respondent/petitioner has any shares in the applicant Company without any dispute on the title to the shares.

4. On the other hand the title to the share allotted to the petitioner with regard to the conversion of preference shares worth Rs. 3 crores is in dispute and the matter is before the Hon’ble High Court of Madras and the case is numbered as in CS No. 454 of 2008. The respondent/petitioner is not entitled for any shares since there is a concluded contract among the applicant and the first respondent/petitioner and the respondent/petitioner is not entitled for any equity shares, consequently the respondent/petitioner has no right to claim the bonus shares. The learned Sr. Counsel submitted that the transfer of 20 lakhs equity shares from Subuthi Finance Ltd. to the first respondent/petitioner is concerned the applicant (Indowind Energy Ltd.) has received a letter from the Subuthi Finance Ltd. stating that there is a dispute between them and further the Subuthi Finance/second respondent made it clear that they are the legal owners of the 20 lakhs equity shares, hence the second respondent herein had requested the applicant not to issue any bonus shares or dividend etc. to the first respondent (ICICI Bank Ltd.) based on the aforesaid disputed shares. Therefore, the applicant has kept in abeyance the allotment of proportionate bonus shares with regard to the 20 lakhs equity shares held by the respondent/petitioner bank until the dispute is resolved among the first and second respondents herein. The