1. This is a petition filed under section 111A(2) of the Companies Act, 1956 praying for a direction against M/s. Natco Pharma Limited (the company), formerly known as M/s. Natco Laboratories Limited to (a) register 1200 equity shares purchased by M/s. Profin Capital Services Limited (the petitioner company) in M/s. Natco Laboratories Limited and rectify the register of members of the company and (b) direct the respondents to pay to the petitioner dividend declared on the said shares and right and bonus shares and other benefits accrued on the shares forthwith.

2. According to the petitioner, it has purchased 1200 equity shares of Rs. 10 each of M/s. Natco Pharma Limited bearing distinctive No. 19560201- 0400, 16693401-3500, 15640801-0900, 19523801-3900, 19559501-9600, 19559601-9700, 19559701-800 and 1955989801-560200 for a valid consi-deration from the National Stock Exchange for and on behalf of one of its clients viz., Mr. Naveen Khanna. The petitioner had dispatched the share certificates along with transfer deeds to the said Mr. Naveen Khanna by courier, M/s. Wing & Wheels, New Delhi. However, they were not delivered to him, as borne out by in their letter dated 6-5-1995. On receipt of the information of non delivery of the share certificates and transfer deeds to the client, the petitioner Company had immediately taken steps and requested the Company in terms of its letter dated 30-9-1995 to stop transfer of the shares in the name of the any other person and to mark the lien in favour of the petitioner. Further the petitioner-Company requested the Company to issue duplicate share certificates in its favour. The petitioner-Company had also filed police complaint with Station House Officer, Sarojini Nagar Police Station, New Delhi on 27-5-1995 and with Crime Branch office, ITO, New Delhi regarding theft of the shares on 30-5-1995. Subsequently, in order to , protect the rights on the said shares, the petitioner-Company had filed a suit before the Court of Senior Sub-Judge, New Delhi seeking an order restraining the Company from transferring the said shares in the name of any other persons except the petitioner and the proceedings before the civil court were also duly intimated to the respondent. In the meanwhile, M/s. Karvy Consultants Limited, the Registrar and Share Transfer Agent of the Company, requested the petitioner-Company to provide a copy of the court injunction order to enable them to record the same and withhold the documents from registration in terms of its letter dated 28-9-1996. The said Registrar and Share Transfer Agent in their letter dated 14-11-1996 inter alia informed the Civil Court that the said 1200 equity shares were not received for registration and that a note to stop transfer had been made by the respondent. The said suit was dismissed on 27-2-2004 and the petitioner preferred an appeal on 6-5-2004 under Order 41 read with section 151 of the Civil Procedure Code to set aside the order dated 27-2-2004. However, the Court of Additional District Judge by an order dated 26-2-2005 dismissed the appeal on the grounds of jurisdiction. Hence the petitioner-company has filed the present petition seeking an order to rectify the register of members of the Company. Shri. S.A. Shanmugam, learned Counsel for the petitioner, therefore, prayed for appropriate directions of the Bench.

3. The respondent Company filed reply statement submitting that the then M/s. Natco Laboratories Limited got merged with M/s. Natco Pharma Limited with effect from 1-4-1995 by virtue of the order dated 18-2-1996 made by the High Court of Andhra Pradesh. As per the scheme of Amalgamation approved by the High Court of Andhra Pradesh for every 5 equity shares of M/s. Natco Laboratories Limited, one equity share of M/s. National Pharma Limited has been allotted. Accordingly, the 1200 equity shares of National Laboratories Limited were got converted into 240 shares of M/s. National Pharma Limited. It is further submitted that the co