Arvind Narania, vs Sailesh Mansata,
2022 Latest Caselaw 3305 Tel

          HON'BLE SMT. JUSTICE P.SREE SUDHA

                CONTEMPT CASE No.1603 of 2018

                             ORDER

1. This contempt case is filed by the petitioner against

Mr.S.P.Venugopal-respondent seeking to punish him for not

complying with the order dated 22.02.2017 passed in E.P.No.13

of 2016 on the file of the learned XX Junior Civil Judge, City

Civil Court, Hyderabad.

2. This Court by its order dated 13.09.2019 in I.A.No.2 of

2019 in C.C.No.1603 of 2018 the name of the respondent is

substituted as Mr.Sailesh Mansata and his address particulars

were also incorporated.

3. The petitioner herein is the plaintiff in the suit. He filed

O.S.No.797 of 2016 on the file of the learned XX Junior Civil

Judge, City Civil Court, Hyderabad, against M/s.Karvy

Computers Private Limited and sought for a direction against

the defendant to furnish the copies of the transfer deed and

copies of share certificates pertaining to the suit schedule

property. The plaintiff in the suit is the son of Late Kishorilal

Narania and his mother is Late Yashoda Bai Narania. The

plaintiff would state that his father during his life time

purchased shares of different companies in his name and also

in the name of his wife especially Reliance Industries Limited.

After the death of his parents, some of the shares were

transferred in the name of the plaintiff and his brother Arun

Kumar Narania by producing succession certificate. His father

died on 30.08.2000 and mother died on 24.03.1998. The

plaintiff would also stated that in the last week of November,

2015 while he was searching old documents of his father, he

came to know that few shares were transferred in the name of

his brother on 28.01.2000 without obtaining any succession

certificate and without his knowledge and the said shares were

in the joint name of his parents. Therefore, the plaintiff

requested the defendant company to furnish the details and

also to furnish copies of the transferred deeds for confirmation.

The defendant informed to the plaintiff that the aforesaid

transfer deed was signed by Smt.Yashoda Bai, but she died on

24.03.1998 itself. The defendant denied to give Xerox copy of

transfer deed and asked him to approach the Court, and as

such, the plaintiff filed the present suit.

4. Though the defendant filed his written statement, he

could not appear before the Court later, and thus, the suit was

decreed in favour of the plaintiff and the defendant was directed

to provide the copies of the transfer deed of share certificates

pertaining to the suit schedule property.

5. In the order of the trial Court the zist of the written

statement was extracted, which is as follows:

'The defendant filed detailed written statement by stating that this court is not having jurisdiction as per Section 10 of the Companies Act the suit is under valued and also suit is liable to be dismissed for non-joinder of necessary parties. The defendant company as per Section 108 of the Companies Act transfer the shares. The suit is barred by limitation. The suit shares were demateerialized by the said Arun Kumar during the period of November, 2000. The dispute is purely between the plaintiff and his brother and the suit is liable to be dismissed.'

6. The defendant in the suit deposited costs and also

informed to the Court that the said transfer deed is not

traceable since transfer of subject shares were affected in the

year 2000 i.e. more than 16 years back.

7. Later the plaintiff filed E.P.No.13 of 2016 in which the

Judgment Debtor filed an affidavit. He stated that 76 shares

were lodged for transfer by Mr.Arun Kumar Narania with the

transfer deed signed by the registered holder Mr.Kishori Lal

Narania during October, 2000 and they were also subsequently

dematerialized by him on 17.11.2000. He further stated that as

the transfer was effected in the year 2000 i.e. more than 16

years ago, the transfer deed is not traceable at their end. But in

the order dated 22.02.2017 passed in E.P.No.13 of 2016 the

trial Court observed that the above plea has not taken in the

suit and now the respondent cannot take a new plea in the

execution proceedings. The trial Court also referred to the

e-mails sent by the defendant in which they assured that they

will furnish only on Court order and directed the Judgment

Debtor to provide the transfer deed to the Decree Holder within

one month from the date of the order. Even afterwards as it was

not furnished, the petitioner filed this Contempt Case and

requested the Court to punish him duly for non-compliance.

8. At the time of admission in the contempt case, notice was

served to the respondent-S.P.Venugopal. Thereafter, he filed

counter-affidavit stating that he was no way concerned with the

matter. Thereafter, steps were taken to implead one Mr.Sailesh

Mansata and he filed counter-affidavit stating that the direction

given in the suit is impossible of performance and that he is a

Registrar to Public Issue and a share transfer agent within the

meaning of the Securities and Exchange Board of India Act,

1992 and is bound by the regulations as notified therein. He

stated that as per the Regulation 15 of the Securities and

Exchange Board of India they have to maintain relevant records

for a minimum period of three years by enclosing the copy of

SEBI Regulations. He also stated that even as per Section 4A of

Section 209 of the Companies Act, 1956 the mandatory period

of eight years is prescribed for keeping the records available and

he enclosed the copy of the relevant extract. He further stated

that the application for share transfer was made in October,

2000 and the shares were dematerialized in November, 2000

and that the suit for production of the copy of the transfer deed

was filed in the year 2016 much beyond the mandatory period

of three years under SEBI Regulations and eight years under

the provisions of Companies Act, 1956. He would also informed

that retention of share transfer document in physical form does

not serve any purpose when once they are altered into

dematerialized form and thus the said physical document would

be destroyed after the mandatory retention period. He also

pleaded that he has no personal interest in the subject matter

and he will not gain anything by withholding the information.

Therefore, it cannot be termed as wilful disobedience under

Section 2(b) of the Contempt of Courts Act, 1971. Further, the

petitioner kept quiet for sixteen years and filed the present suit

falsely alleging that his mother was holding the shares. Though

his mother died in the year 1998, his brother forged her

signature and got transferred the shares in the year 2000.

9. Heard the learned counsel for the petitioner and the

learned counsel for the respondent.

10. Learned counsel for the respondent would rely upon a

case law reported in GYANI CHAND V/s. STATE OF ANDHRA

PRADESH1 holding to the effect that 'it would not be fair on the

part of a court to give a direction to do something which is

impossible and if a person has been asked to do something

which is impossible and if he fails to do so, he cannot be held

guilty of contempt'.

11. The petitioner herein in the plaint submitted that his

parents died in the year 1998 and 2000 respectively and when

he was verifying the old documents in the last week of

November, 2015 he found certain shares were transferred in the

name of his brother and as such he sought for transfer deed

from the company and when they could not furnish, he filed

suit before the Court for a direction to furnish the transfer deed.

Even before the trial Court a detailed written statement was

2016 (6) ALD 38

filed by the company mentioning the facts which are stated in

the counter filed in the E.P. and also in the affidavit of the

respondent herein. The trial Court could not consider the same

and granted decree in favour of the plaintiff and as such he filed

E.P. and even in the E.P. the respondent was directed to furnish

the transfer deed and when the respondent disobeyed the orders

in the E.P. the petitioner filed this contempt.

12. The respondent herein clearly stated that they will

maintain records only for three years or for eight years as per

the SEBI Guidelines or as per the provisions of the Companies

Act. As the petitioner filed suit after sixteen years, the records

were not traceable and thus he cannot be directed to do an

impossible act and thus he may be exonerated from the

contempt proceedings. Even in the suit the respondent took an

objection that it is barred by limitation. The petitioner relied

upon email of the defendant in which they instructed him to

approach the Court. The respondent from the very beginning

clearly stated that the shares were dematerialized by his brother

in the year 2000 itself and as such even if the transfer deed is

furnished to the petitioner he cannot get those shares. Even in

the written statement of the defendant before the trial Court it

was categorically asserted that the remedy of the petitioner lies

with his brother but not with the respondent herein.

13. For the foregoing discussion, I do not find any merit in the

contempt case and is accordingly dismissed.

14. Miscellaneous Petitions, if any, pending in this appeal

shall stand dismissed in the light of this final order.

____________________ P.SREE SUDHA, J.

4th JULY, 2022.

PGS