The trial companyrt acceded to the prayer of Bhagwati and Tuhin and decreed the suit in terms of the companypromise by judgment and decree dated 28th November, 1994.
In terms of the agreement, an application for recording the companypromise was filed in the civil suit and for passing a decree in terms of the companypromise.
The appellant, Bhagwati Developers Private Limited, hereinafter referred to as Bhagwati was earlier known as Lodha Services Private Limited.
As requested, Bhagwati on 25th of July, 1986 advanced a sum of Rs.38,83,000/ as loan to Tuhin.
When Tuhin did number accede to the request of Bhagwati for transferring the entire shares, Bhagwati on 29th May, 1991 filed a suit in the Court of Civil Judge at Allahabad and obtained an ad interim order of injunction restraining Tuhin from claiming any right, title or interest in respect of the aforesaid 14120 shares of Peerless.
On 30th of October, 1987, Tuhin agreed to transfer 3530 shares of Peerless to Bhagwati by way of repayment of the aforesaid loan.
In this way Tuhin altogether got 14120 shares.
Bhagwati by its letter dated 6th of July, 1988 asked Tuhin to furnish fresh transfer deeds in respect of the total shares i.e.7060 shares.
In the light thereof, Tuhin handed over the original share scrips as also the transfer deeds for doing the needful by Bhagwati.
Bhagwati and Tuhin later, on 19th November, 1986 entered into a formal agreement in respect of the aforesaid loan and Tuhin assured to repay the loan on or before 31st December, 1991.
Tuhin on 30th October, 1987, wrote that Bhagwati would be entitled to all the benefits i.e. dividend, bonus shares etc.
Tuhin Kanti Ghose, hereinafter referred to as Tuhin, Respondent No.2 herein, approached Bhagwati for a loan of Rs.38,83,000/ for purchasing 3530 equity shares of Respondent No.1, Peerless General Finance Investment Company Limited, hereinafter referred to as Peerless.
Bhagwati, aggrieved by that, approached the Company Law Board, Eastern Region by filing an application under Section 111 of the Companies Act, 1956 hereinafter to be referred to as the Act and the Company Law Board by its judgment and order dated 25th November, 1998 dismissed the said application inter alia holding that transfer of shares in favour of Bhagwati was against the provisions of Sections 13 and 16 of the Regulation Act and as such, illegal.
Tuhin, it appears, did number sign the fresh transfer deeds and retained the bonus shares.
in respect of all these shares.
Peerless declared further bonus shares in the year 1991 in the ratio of 11 and Tuhin being the registered shareholder of 7060 shares was further allotted 7060 bonus shares.
During the pendency of the suit, Tuhin and Bhagwati settled their dispute out of Court and executed an agreement dated 21st November, 1994, according to which Tuhin acknowledged to have sold 3530 equity shares to Bhagwati on 30th October, 1987 which entitled it to the bonus shares declared in the years 1987 and 1991 totaling 14120 equity shares.
CHANDRAMAULI KR.
During these developments, Peerless declared bonus shares in the ratio of 11 and Tuhin being the registered shareholder, received further 3530 bonus shares.
Bhagwati further requested Tuhin to send it shares and dividends received by him from Peerless.
PRASAD,J. Appellant aggrieved by the judgment and order dated 30th July, 2003 passed in ACO No.76 of 1999 by the Company Judge, High Court of Judicature at Calcutta affirming the judgment and order dated 25th November, 1998 passed by the Company Law Board, Eastern Region Bench at Calcutta in Original Petition No.15 111 ERB/1995 is before us with the leave of the Court.
