1. This Bench by an order dated 14.06.1007 made in C.P.No.279/111A/SRB/2007 directed M/s Pro-Asia International (India) Limited ("the Company"), its Managing Director and Director, being the respondents 2 & 3, to rectify the register of members of the Company in respect of 49,300 equity shares covered by the share certificate No.608 with registered folio No.08 and distinctive Nos. 701 to 50000, by substituting the name of the applicant in the place of the respondents 2 and 3. Nevertheless, the respondents failed to rectify the register of members, in compliance with the aforesaid order compelling the applicant to prefer the present applications, namely, C.A.No.74/08 for punishing the respondents 1 to 3 on account of wilful disobedience of the order and C.A.No.75/08 for appointing an officer to effect the suitable rectification in the register of members of the Company.

2. According to the respondents, the impugned shares have neither been transferred in favour of the respondents 2 & 3 nor registered in the register of members of the Company. The respondents 2 and 3 are not the shareholders of the company. The register of members of the Company continues to reflect the name of the applicant in respect of the shares in question before this Bench. There is, therefore, no need for any order to rectify the register of' members of the Company, as claimed by the applicant company. The register of members, books of accounts and other records of the Company are in the custody of Shri Kamalesh N Desai, who is the promoter director of the applicant Company. In these circumstances, this Bench may pass appropriate orders without affecting the rights of the respondents 2 & 3 in the pending criminal proceedings already initiated by the applicant company before the Court of the Civil Judge and J.M.F.C at Anekal for the alleged illegal transfer of the impugned shares in the names of the respondents 2 and 3.

3. I have considered the matter before me. While the applicant 'company is seeking to rectify the register of members of the Company in respect of the subject shares in terms of the order passed as early as on 14.06.2007, it is asserted by the respondents that at no point of time, the shares have either been transferred in favour of the respondents 2 and 3 or registered in their names in register of member of the Company. There is no need in the present proceedings to go into the rival claims made in this behalf. The fact of the matter is that the respondents are not disputing the title of the applicant company to the shares, which form part of the Company Petition. In the light of the assertion of the respondents made in their reply, it cannot be conclusively said that they have wilfully disobeyed the order dated 14.06.2007, in rectifying the, register of members of the Company and therefore, the contempt application does not survive. It shall at the same time be ensured that the aforesaid order is put into operation, thereby enabling the applicant company to exercise its rights over those shares without however, causing any impediment to either of the parties in prosecuting the pending criminal proceedings, already initiated by the applicant company. There are disputes in regard to the custody of the register of members and other records of the Company and therefore, the veracity of the statement of the respondents that the register of members continues to reflect the name of the applicant company, could not be judged. In view of this, and also in order to realize the fruits of the order of this Bench by the applicant company, it is hereby directed that Shri A.M. Sridharan, Dy. Registrar of Companies, Bangalore is hereby authorized to visit the registered office of the Company, after due notice to the contesting parties, verify the register of members and appropriately carry out rectification of the register of members in the name of the applicant company, in respect of 49,300 equity shares covered by certificate No.608 with folio No.0