1. This company petition is filed under section 111A read with sections 84 and 113 of the Companies Act, 1956 ("the Act") by M/s. Infosys Tech- nologies Limited ("the Company") and M/s. Karvy Consultants Private Limited ("Share Transfer Agent"), praying (a) to direct the respondent to furnish an indemnity bond and declaratory affidavit in respect of 1600 shares of Rs. 5 each with distinctive Nos. 970943 to 971342 and 266603151 to 266604350; and (b) to rectify the register of members of the Company in respect of the shares covered under folio No. ITL 008977, for the reasons set out therein.

2. The facts, in brief, leading to the present company petition are that the respondent held 400 shares of Rs. 10 each in the Company during the year 1994, out of which 100 shares came to be sold by him. The Company allotted 300 shares of Rs. 10 each by way of bonus shares and despatched on 15-10-1997 the share certificates bearing certificate Nos. 72201-72203 to the respondent, which were neither received by the respondent nor got back by the petitioners. Thereafter, the Company had received on 30-10-1998 from one Sushila Hiralal Kothari the share certificate No. 72201 together with the transfer deed for effecting transfer in her favour, which was refused on account of the difference in signature of the transferor as contained in the transfer deed. In the meantime, the respondent complained about non-receipt of the share certificate Nos. 72201-72203, in response to which the Company advised the former to apply for duplicate share certificates on furnishing necessary indemnity and affidavit affirming that the bonus shares were lost/misplaced by him. In September, 1999, M/s. Allied Financial Services Limited filed a civil suit in O.S. No. 117 of 1999 before the District Judge Court, Delhi alleging, inter alia, that 100 shares covered under the share certificate No. 72201 were sold by the respondent herein to Sushila Hiralal Kothari, who had lodged the relevant share certificate and transfer deed with the Company for transfer and that the Company had returned the same due to the difference in the holder’s signature and sought, inter alia, to pass a decree of perpetual injunction against the Company not to transfer the shares (100 shares covered under share certificate No.72201) in favour of any person other than M/s. Allied Financial Services Limited or its nominees. However, the said civil suit came to be dismissed on 7-8-2004 against the first petitioner and the respondent herein, upon which the Company had insisted for furnishing an indemnity bond and a declaratory affidavit from the respondent prior to issue of duplicate share certificate in respect of 100 shares covered under share certificate No.72201 and for want of this requirement no duplicate share certificate has so far been issued by the Company. In this background, the respondent had applied and obtained in the year 2000 duplicate share certificates in respect of 200 undisputed bonus shares covered by the share certificate Nos. 72202 and 72203, against execution of an indemnity bond and affidavit. The other grievance is that the respondent had sent 100 bonus shares allotted in the year 1999 for dematerialisation in December, 1999 through M/s. Gogia Capital Services Limited, but the same was rejected, without conceding to his genuine request for dematerialisation. The shares in dispute with accretions account for 1600 shares of each Rs. 5, being the subject of the company petition.

3. According to Shri B.C. Thiruvengadam, learned Counsel, the Company had despatched 300 bonus shares as early as on 15-10-1997, as borne out the relevant computer generated statement of the General Post Office, original of which was produced at the time of hearing. However, the respondent had complained only in the June, 1999 about non-receipt of the share certificates. The share certificates were dispatched to the address as given by the respondent in his share application form. The address of the r