K.K. Balu, Vice Chairman

1. This company petition has been filed under Section 111(4)(b) of the Companies Act, 1956 (" the") seeking directions against M/s. TVS Motor Company Limited ("the Company") to (z) rectify the register of members by incorporating the name of the petitioner in respect of 17,000 shares of Re. 1 each of the Company; and (a) issue duplicate share certificates in the name of the petitioners in respect of the impugned shares, in support of which Shri R. Murari, learned Counsel, submitted as under:

The petitioner has invoked the provisions of Section 111(4)(b) for rectification of the register of members of the first respondent Company, being a public company, which will not however affect the maintainability of the company petition. The courts have held that a petition filed under Section 111 in respect of a public company may be treated as filed under Section 111 A. The Supreme Court held that Courts have to pass final orders in order to do complete justice to parties and that Courts can interpret the statutory provisions in dispensation of complete justice. The Company Law Board may not entertain such technical objection so as to defeat the rightful claims of the petitioner. If there is default, in entering in the register the fact of any person having become a member, the aggrieved person or any member of the Company may apply to the CLB under Section 111(4)(b). The petitioner has become the absolute owner of the impugned shares on the strength of a decree dated 23-11-2006 made in O.S. No. 2170 of 1996 on the file of Additional Munsif Court, Madurai (the Madurai Court), which would amount to transmission and no transfer formalities as per Section 108 are required to be complied with. By virtue of Section 111(5) of the Act, Section 111(2) and (4) are applicable to the proceeding under Section 111A of the. In view of the applicability of Section 111(5) and (7) to a petition under Section 111A, rectification of register will also become part of Section 111A and consequently the corresponding provision of Section 111(5), namely, Section 111(2) and (4) will also be applicable to the proceeding under Section 111A. The Companies Act in entering the names of third persons apart from the parties to the present proceeding subject to filing of suit and petition would amount to contravention as prescribed under Section 111A(3) of the. Section 111A(7) provides that the provisions of Sub-sections (5), (7), (9), (10) and (12) of Section 111 shall so far apply to the proceedings before the CLB under this section as they apply to the proceedings under that section. Section 111(5) provides that the CLB may direct rectification of the register and also direct the company to pay damages, if any sustained by any party aggrieved. The petitioner having obtained a decree from the Madurai Court, declaring the petitioner as the owner of the impugned shares in the Company is entitled for the consequential rectification. The issues relating to rectification of register will have to be agitated before the CLB and the Civil Court may not have jurisdiction to order rectification of the register. The Company has never informed the petitioner or the Court as to who are the present holders. It is not practicable to implead all such holders.

The second respondent claiming to be purchaser of the impugned shares in April/May 1996 and having lost them had filed the Madurai suit for an order of permanent injunction restraining TVS Suzuki Limited (TVSSL), from transferring those shares in favour of any other person. The petitioner herein got impleaded as a co-defendant in the suit, by virtue of an order dated 19-7-2004, making a counterclaim to declare that the petitioner is the absolute owner of the impugned shares. TVSSL, while contesting the suit as well as the counter-claim filed by the petitioner contended that TVSSL was the earlier name which is presently known as TVS Motor Company Limited ("the Company") after amalgamation order of the Madras High Court. TVSSL came to be dissolved without being wound up. In terms of the scheme of amalgamation, the Company had allotted on 7-6-2000 new shares to the shareholders of the amalgamating company, namely, TVSSL in the share exchange ratio 1:1; and the existing and future cases by or against TVSSL will be prosecuted/defended by the Company. The subject shares were already dematerialised. The Company converted the face value of shares from Rs. 10 into Re. 1 each. The second respondent did not, however, prosecute the suit and therefore, the suit came to be dismissed for default, while the counter-claim preferred by the petitioner was allowed on 23-11-2006 thereby, passing a decree of declaration that the petitioner herein, is the absolute owner of the impugned shares. The petitioner had thereafter sent on 23-1-2007 a written requisition to the Company to enter his name in the register of members and issue duplicate share certificates in respect of those shares, but the Company rejected the claim of the petitioner without any justification. The declaratory decree obtained by the petitioner is a judgment in rem and the Company is accordingly bound to extend the consequential benefits to the petitioner, including the issue of duplicate share certificates for the impugned shares in the Company.

The relief claimed in the counter-claim before the Civil Court was to declare the petitioner as owner of the impugned shares and the Company was a party to the counter-claim. By virtue of amalgamation and dematerialization of shares, the rights of the petitioner, as owner of the disputed shares cannot be taken away. The Civil suit could not become infructuous, due to change of name of the Company. Under Order 22 Rule 10 of Code of Civil Procedure (CPC), where rights are derived by an assignee or successor in interest pending litigation, it is for that assignee or transferee to come on record and defend the suit.

2. Shri R. Murari, learned Counsel, in support of his legal submissions, relied on the following decisions:

Bhuvaneshwar Nath Nigam v. Hindustan Lever Ltd. [2002] 111 Comp. Cas. 590 (Mum) : 38 SCL 124 (CLB - Mum.) to show that when Section 111 has been invoked in the case of a public limited company, this Board on the oral prayer made by learned Counsel appearing for the petitioner, treated the petition as filed under Section 111A of the.

Hero Honda Motors Ltd. v. Unit Trust of India [2005] 127 Comp. Cas. 700 : 61 SCL 64 (CLB) to show that remedies of appeal and rectification are available to all kinds of shares held in a public company under the proviso to Section 111A(2) and 111 A(3) read with Sub-section (7) of Section 111A of the Companies Act, 1956 which would make applicable the provisions of Section 111(1), (2) and (4) by virtue of Section 111(5) of the.

Smt. Kamalabai v. Vithal Prasad Co. (P.) Ltd. : [1993] 77 Comp. Cas. 231 (Kar.) to show that Sub-section (1) of Section 108 of thedeals with the transfer by act of parties, requiring an instrument of transfer and in case of transmission of shares by operation of law, by succession or inheritance, there could be no instrument of transfer.

Finolex Cables Ltd. v. Anil Ramchand Chhabria [2000] 26 SCL 233 (Bom.) to show that Section 111 is a very comprehensive section, dealing with rights remedies and jurisdiction. It is applicable to both public and private limited companies. Remedy provided in Section 111A(3) is in addition to the remedy provided in Section 111(4). It is, therefore, held that the remedies of an appeal and rectification are available to all kinds of shares held in a public company under the proviso to Section 111A(2) and 111A(3) read with Sub-section (7) of Section 111A of thewhich would make applicable the provisions of Section 111(1), (2) and (4) by virtue of Section 111(5) of the. While following this proposition of 1 aw, the CLB held in S. Kanth imathy v. Woodlands Estates Ltd. : [2008] 83 SCL 491 (CLB - Chennai) that a combined reading of Sections 111(5) and 111A(7) would show that transmission of shares by operation of law is also governed by Section 111A.

M.S. Kumanan v. S.S.M. Processing Milk Ltd. [2007] 140 Comp. Cas. 99 (CLB) to show that any transfer of shares, pursuant to an award would amount to a transfer by operation of law. The law is well settled that the transmission is not transfer and hence, the mandatory provisions of Sub-section (1) of Section 108 requiring the instrument of transfer to be delivered to the Company are not applicable to the case of transmissions.

3. Shri R. Veera Raghavan, learned Counsel while opposing the company ietition submitted:

The first respondent Company being a public company, no relief can be claimed under Section 111(4)(b). This section can be invoked in the case of a private company only, if default is made or unnecessary delay takes place, in entering in the register the fact of any person having become or ceased to be a member. No delay or default can be alleged against the Company since it is not legally obliged to enter in the register the name of the petitioner as a shareholder. Any relief for direction to a public company to register any transfer of shares can be sought only under Section 111A. The Madras High Court has held in NEPC Micon Ltd. v. Sashi Prakash Khemka [2007] 137 Comp. Cas. 917 : 78 SCL 442 that as and from 20-9-1995 remedies relating to the public companies came to be governed only under Section 111A of the. The petitioner neither lodged with the Company any instrument of transfer together with the relative share certificates, in compliance with the mandatory requirements of Section 108 of the Act, for registration of the transfer in his favour nor the Company refused to register any such transfer of shares. The decree in counter-claim in the Madurai suit would not constitute "transmission" of shares from the names of any unspecified living persons to the name of the petitioner by operation of law and Section 111A(2) cannot be invoked by the petitioner. Section 111A deals with pre-registration or post-registration issues as specified therein. In this context, the prayer of the petitioner to direct the Company to enter in the register the fact of the petitioner having become a member of the Company is outside the scope of Section 111A. The petitioner has no cause of action for initiating the present proceedings against the Company and not entitled for any relief against the Company in an action under Section 111/111A of the. The petitioner not being entitled to get his name entered in the register of the first respondent Company, he is not entitled to get any duplicate share certificates, in view of Rule 4(3) of the Companies (Issue of Share Certificates) Rules, 1960 and as held in Tamilnadu Finance Ltd. v. Raasi Cement Ltd. [2007] 137 Comp. Cas. 483 : 73 SCL 199 (CLB).

All 7,750 equity shares of Rs. 10 each, being the subject-matter of Madurai suit filed on 28-11-1996, were issued by TVS-Suzuki Limited (TVSSL) and not by the first respondent Company, which included the impugned shares. TVSSL was amalgamated with Sundararn Auto Engineers (India) Limited, under a scheme of amalgamation sanctioned by the Madras High Court by its order dated 10-12-1999. In terms of the said scheme of amalgamation, the name of the amalgamated company was changed as TVS-Suzuki Limited (New TVSSL) with effect from 24-4-2000 and thereafter, all equity shareholders in TVSSL were allotted equity shares in the capital of the amalgamated company, on a share exchange ratio of 1:1. Consequently, all equity shares issued by TVSSL including the impugned shares became extinct and extinguished and all share certificates issued by TVSSL also stood cancelled during the pendency of the Madurai suit. TVSSL came to be dissolved without winding up, by an order dated 16-3-2000 passed by the Madras High Court. Neither TVSSL nor any of the shares of TVSSL is now in existence. The amalgamated company changed its name as TVS Motor Company Limited (the Company) with effect from 7-11-2001. The petitioner has not "become a member" of the Company and therefore, there is no question of any default or delay on the part of the Company in "entering in the register the fact of any person having become a member".

After filing of the Madurai suit, 6,400 equity shares out of 7,750 suit shares came to be dematerialised and registered in the name of the concerned depository, pursuant to the Depositories Act, 1996. Accordingly, those dematerialised shares lost their distinctive numbers, the relative share certificates were cancelled. By virtue of these subsequent events, the Madurai suit as framed became infructuous. The remaining 1,350 shares which were not dematerialised stood cancelled upon allotment of shares by the amalgamated company to the shareholders of the amalgamating company and the amalgamated company had issued new share certificates with new distinctive numbers to those shareholders and thereby, the identity of the suit shares in the Madurai suit underwent a complete change with the completion of the amalgamation process. After the amalgamated company allotted 1,350 equity shares of Rs. 10 each on 7-6-2000 in its capital and until 27-12-2003, when the amalgamated company subdivided its equity shares, 700 out of 1,350 allotted equity shares were dematerialised and those 700 equity shares of Rs. 10 each were registered in the name of a depository. By virtue of the sub-division of capital duly effected on 27-12-2003 by the Company, all its equity shares have a face value of Re. 1 and there is no equity share in existence with the face value of Rs. 10 each. The distinctive number of the equity shares and their relative share certificate numbers in respect of the impugned shares have lost relevance, existence and identity, consequent to the dematerialization and sub-division of capital duly effected by the Company.

The petitioner has not impleaded all persons who traded in the impugned shares and whose names were entered in the register of members of the Company, subsequent to 28-2-1995, when the petitioner allegedly handed over the share certificates to the second respondent and the brokers through whose hands they passed in the course of such transactions and therefore, the petition is bad for nonjoinder of necessary parties. If the name of the petitioner is substituted in the register of members, without identifying the names of shareholders to be deleted, it would result in (a) entering the names of the petitioner and the existing shareholders in respect of the impugned shares; (b) increasing the issued and paid-up capital of the Company; and (c) issuing shares for consideration other than cash.

In the Madurai suit and in the present company petition the petitioner and the second respondent have been acting in collusion with each other. The petitioner made a counter-claim in the Madurai suit against the second respondent herein, being the plaintiff in the suit. The Madurai suit was dismissed for default on 26-10-2006, in the presence of Counsel for the petitioner herein and the Company and thereafter the proceedings before the Madurai Court were only confined to the counter-claim of the petitioner, to which the Company was not a party, as borne out by the extract from "A" Diary of the Madurai Court. The Madurai Court allowed the counter-claim on 23-11-2006, passing a decree of declaration in favour of the petitioner, with respect to 1,700 equity shares of TVSSL. By virtue of Order 8 Rule 6A(1) and 6A(2) of CPC, any counter-claim within a civil suit is a lis between the counter-claimant and the plaintiff and not against any co-defendant in the suit. The CPC does not permit any defendant in the suit to maintain a counter-claim against any other defendant but only against the plaintiff as laid by the Madras High Court in Karuppayammal v. S. Ramalingam Pillai [2000] 1 L.W. 593. Any counter-claim by one defendant against the plaintiff in a Civil suit is a cross suit, as envisaged in Order 8 Rule 6A(2) of CPC. Such a cross suit is a suit between the counter-claimant and the plaintiff and the defendants cross suit is tried under the same original suit proceedings. The petitioners rights over the impugned shares flow from the Madurai Court decree. The prayer of the petitioner in Madurai suit is to restrain the second respondent herein from transferring the impugned shares in favour of others. The Madurai Court allowed the prayer of the petitioner against the second respondent herein (i.e.,) plaintiff in the suit and not against the Company. The lis was between the petitioner and the second respondent herein in Madurai suit, whereas the lis in the company petition is between the petitioner and the Company and the second respondent, namely, the plaintiff in the Madurai suit. The petitioner claims title to shares by virtue of the recitals forming part of paras 9 and 10 of the amended petition and consciously deleted the charges made against the Company in his counter-claim as reflected in para 14 of the amended plaint of the Madurai suit. The entire paras 16(b), (c) pertaining to reliefs claimed against the Company came to be given up by the petitioner in the Madurai Civil suit. The decree of declaration obtained by the petitioner in his counter-claim against the second respondent in the Madurai suit, is not a decree against TVSSL and is not binding on the Company. The Madurai Court decree cannot be enforced through this Forum and that too against a person on whom the decree is not binding. The petitioner is free to execute the decree against the second respondent and claim the impugned shares. Section 35 of the Specific Relief Act, 1963 provides that a decree of declaration is binding on parties to the suit, which would mean the cross suit between the counter-claimant, (i.e.,) the petitioner and the second respondent herein. The decree in counter-claim obtained by the petitioner in Madurai suit is therefore, binding only on the parties to such "cross suit" and not on any other defendant in the Madurai suit, including the Company.

4. I have considered the pleadings and arguments of learned Counsel. The substantial legal issue, apart from a series of preliminary objections raised on behalf of the Company, which arises for my consideration is, whether the Company be directed to rectify the register of members by incorporating the name of the petitioner, namely, P.V. Premnath (PVP), in respect of the impugned shares, on the strength of the judgment and decree passed on 23-11-2006 in O.S. No. 2170 of 1996, before the Court of Additional District Munsif, Madurai pursuant to his counter-claim made therein. It is on record that the second respondent herein, M. Subramanian, (MS) had filed O.S. No. 2170 of 1996 in November 1996 against TVSSL, which came to be amalgamated with M/s. Sundaram Auto Engineers Ltd., by an order dated 10-12-1999 of the Madras High Court and the amalgamated company changed its name with effect from 24-4-2000 as TVS Suzuki Limited, and again changed as TVS Motor Company Ltd., effective from 7-11-2001, which is the first respondent Company in the present proceedings for an order of (a) granting permanent injunction restraining TVSSL from transferring the suit shares, which included the impugned shares in favour of others and; (b) granting mandatory injunction directing TVSSL to issue duplicate shares to MS for the suit shares. During the pendency of the Madurai suit, PVP had filed an application to implead himself as second defendant on the ground that he had purchased the shares of TVSSL including the impugned shares from certain investors, which was allowed, thereby impleading PVP as second defendant in the Madurai suit, in terms of an order dated 19-7-2004 made in I.A. No. 216 of 2004. After filing the amended plaint by MS in the Madurai suit in July, 2004 PVP had filed written statement making a counter-claim in respect of the impugned shares against MS, in September, 2004, the relevant portion of which assuming greater importance to adjudicate the bone of contention between the parties, reads thus:

This defendant respectfully, submits that he is a share broker and is running his business under the name and style of State link" in Madurai. He is also an investor in shares. This defendant further submits that the shares mentioned in C, D and E schedules in the plaint were placed in the hands of the plaintiff non-run document as it is done in the regular course of share business and necessary voucher has also been obtained from the plaintiff on 28-2-1995 in respect of the shares covered under plaint C, D and E schedule shares, (para 9)

This defendant respectfully submits that in pursuance of the transaction, the plaintiff has been paying "padla (interest)" to this defendant for a period of one year. When this defendant insisted for return of the share certificates, he informed that the share certificates were lost and he had applied for duplicate certificates. Hence the plaintiff is bound to return the document on issue by this defendant herein. This defendant further submits that the plaintiff seems to have committed fraud by transacting with the documents were lost. (para 10)

The defendant further submits that when the defendant addressed a letter dated 23-9-2002 to the first defendant herein informing all the facts and also sent all the relevant documents like purchase bills, payment vouchers and pass book etc., it was made known from the reply dated 12-10-2002 issued by the first defendant herein that subsequent transfer of shares have been effected. That absolutely shows the fraudulent act conducted by the plaintiff and hence this defendant has got every right to pursue the matter in pursuance of the fraud committed by the plaintiff. (para 11)

This defendant respectfully submits that the title of the plaint C, D and E schedule mentioned shares still belongs to this defendant and the plaintiff is liable to return the original share certificates or, its equivalent share issued by the first defendant herein. (para 12)

While the facts are being such, the plaintiff has laid false claim over this defendants shares and has rushed to the court of law for enforcing his imaginary claim and this kind of attitude of the plaintiff cannot at all be encouraged by this Honble Court. (para 13)

Since the plaintiff has deliberately suppressed the right of this defendants title over the plaint B, C, D and E schedule mentioned shares, this defendant is seeking the relief of declaration that the shares more fully described in the schedule hereunder absolutely belong to this defendant and for consequential mandatory injunction directing the first defendant in the suit namely M/s. TVS Suzuki Ltd., now TVS Motors Ltd., through its Secretary and for consequential order of permanent injunction restraining, the first defendant from in any transferred the shares more fully described in the schedule hereunder and cost of this counter-claim. This defendant respectfully submits that these relief are being claimed in this suit itself only to avoid multiplicity of proceedings. (para 14)

** ** **

It is therefore just and necessary that this Honble Court may be pleaded to dismiss the suit of the plaintiff with cost and to pass a judgment and decree in favour of this defendant.

(a) declaring that the second defendant is the absolute owner of the shares more fully described in the schedule hereunder;

(b) granting a consequential order by mandatory injunction directing the first defendant namely M/s. TVS Suzuki Ltd., through its Secretary to issue duplicate share certificates and all other benefits like rights, bonus, dividends in respect of the schedule mentioned shares more fully described hereunder to the second defendant;

(c) granting a consequential order or permanent injunction restraining the first defendant from in any way transferring the schedule mentioned shares and its other benefits more fully described hereunder;

(d) granting such other and further relief as may deem fit and proper in the circumstances of the case; and

(e) directing the plaintiff to pay the cost to this counter-claim to this defendant and thus render justice.( para 16)

A careful scrutiny of written statement filed by PVP would reveal that MS as plaintiff and PVP as second defendant alone have been arrayed in the cause title as parties and not the Company, thereby confining the counter-claim to MS. The averments forming part of paras 9 and 10 of the aforesaid written statement speak of PVP acquiring the impugned shares, placing those shares in the hands of MS in the regular course of business, loss of share certificates by MS, and the fraud purportedly committed by MS. PVP claims in para 11 that the Company appraised him, on his request of the subsequent transfer of shares, thereby alleging fraud against MS. PVP asserts his title to the impugned shares in para 12 of written statement, casting an obligation on MS to return the original share certificates or its equivalent shares issued by TVSSL and accordingly, levelled charges against MS in para 13 for making a false claim over the impugned shares by approaching the Madurai Court to enforce his imaginary claim. PVP in paras 14 and 16 of written statement as originally stood, sought the relief of declaration that PVP is the absolute owner of the impugned shares and therefore, prayed for consequential permanent injunction restraining TVSSL from in any way transferring the suit shares and for mandatory injunction on directing TVSSL to issue duplicate share certificates and all other benefits in respect of those shares. All the averments forming part of para 14 and the prayer made in para 16 of written statement directed against TVSSL and highlighted in bold letters are found to be struck off from written statement, the fact of which has not been controverted by PVP. It would therefore, be seen that PVP originally claimed directions not only against MS but also against TVSSL in respect of the impugned shares, which were consciously modified later by PVP, thereby restricting his claim and reliefs only against MS and not against TVSSL. TVSSL contested the civil suit filed by MS, seeking its dismissal on various grounds in terms of additional written statement filed in January 2006 before the Madurai Court. The emphatic assertions of TVSSL as made in additional written statement to the effect that:

(a) the reliefs of permanent injunction restraining the first defendant from transferring those shares which have been dematerialised, or mandatory injunction directing the first defendant to issue duplicate shares (or duplicate share certificates) to the plaintiff for those dematerialised shares cannot be granted and the suit as framed has now been rendered purposeless and infructuous to that extent (para 6);

(b) ...even those of the suit shares which had not been dematerialised before amalgamation ceased to exist when the scheme of amalgamation was implemented. Therefore it is submitted that by these subsequent events also, the reliefs of injunctions sought in the plaint with respect to those shares in respect of which new shares had been allotted in the capital of the amalgamated company cannot be granted, and the suit as framed has now been rendered purposeless and infructuous to that extent (para 8);

(c) 700 out of such 1,350 allotted equity shares were later dematerialised pursuant to the Depositories Act, 1996 and such 700 equity shares of Rs. 10 each were also registered in the name of a depository. This is therefore yet another reason why the reliefs of injunctions sought in the plaint with respect to the said remaining 1,350 equity shares of Rs. 10 each cannot be granted, and the suit as framed has now been rendered purposeless and infructuous (para 9); and

(d) ...the distinctive numbers of the suit shares and their relative share certificate numbers as mentioned in the plaint schedules have also lost relevance, existence and identity consequent to the said dematerialization and sub-division of capital. It is submitted that these factors have also rendered suit reliefs not grantable and have also rendered the suit as framed purposeless and infructuous. (para 11).

leave no room for any doubt that additional written statement by TVSSL is visualised only as against MS, (i.e.,) plaintiff in the Madurai suit. By virtue of Order 8 Rule 6A of CPC, TVSSL is not entitled to file any objection in answer to the counter-claim made by PVP in the Madurai suit. The suit filed by MS was, however, dismissed for non-prosecution on 26-10-2003, as reflected in the order dated 26-10-2006 made available before the Bench, according to which the trial regarding the counter-claim of PVP was to be held on 23-11-2006. The Madurai Court passed judgment against MS on 23-11-2006, in the presence of Shri R. Anbunathan, Shri S.S. Ramasubramanian and Shri K. Manickavasagam, learned Counsel representing the parties, declaring that the suit shares belonged as against MS to PVP, the relevant portion of the judgment in vernacular language is reproduced below:

[Not Reproduced]

The Madurai Court accordingly made a decree on 23-11-2006 in the following words:

[Not Reproduced]

It is, therefore, far from doubt that PVP obtained a judgment and decree against MS in respect of the impugned shares, in terms of his counter-claim made against MS and not against TVSSL and thus, the decree of the Madurai Court is not against TVSSL, in which case TVSSL is not bound by the judgment and decree dated 23-11-2006 of the Madurai Court.

Against the above background the provisions of Order 8 Rule 6A of CPC shall necessarily be considered. This rule dealing with the counter-claim by defendant provides as follows :

Rule 6A. Counter-claim by defendant.--(1) A defendant in a suit may, in addition to his right of pleading a set-off under Rule 6, set up, by way of counter-claim against the claim of the plaintiff, any right or claim in respect of a cause of action according to the defendant against the plaintiff either before or after the filing of the suit but before the defendant has delivered his defence or before the time limited for delivering his defence has expired, whether such counter-claim is in the nature of a claim for damages or not:

Provided that such counter-claim shall not exceed the pecuniary limits of the jurisdiction of the Court.

(2) Such counter-claim shall have the same effect as a cross-suit so as to enable the Court to pronounce a final judgment in the same suit, both on the original claim and on the counter-claim.

(3) The plaintiff shall be at liberty to file a written statement in answer to the counter-claim of the defendant within such period as may be fixed by the Court.

(4) The counter-claim shall be treated as a plaint and governed by the rules applicable to plaints.

The Madras High Court while considering the scope of Order 8 Rule 6A of CPC in Karuppayarnnials case (supra) held inter alia that (a) A mere reading of the provision of Order 8 Rule 6A is clear and unambiguous and visualises counter-claims only as against the plaintiff, which expression has been used twice thus leaving no room for any doubt; and (b) Neither Rule 6A, nor any of the rules dealing with the procedure entitles the defendants to file any pleadings or objection in answer to the counter-claim. In view of this settled proposition of law that any counter-claim within a civil suit is a lis between the counter-claimant and the plaintiff and no defendant in the suit is permitted to maintain a counter-claim against any other defendant and therefore, the decree passed by the Madurai Court is not binding on TVSSL and PVP has no cause of action against TVSSL or the Company in respect of the impugned shares. It is not, therefore, open to PVP to execute the decree obtained against MS in O.S. No. 2170 of 1996, under the guise of rectification of the register of members of the Company, invoking the provisions of Section 111/111A of the Act, in order to incorporate the name of PVP in respect of the impugned shares. In the light of Sub-clause (2) of Order 8 Rule 6A of CPC, any counter-claim by one defendant against the plaintiff would have the same effect as a cross suit between the counter-claimant and the plaintiff to enable the Court to pronounce a final judgment in the same suit both on the original claim and the counterclaim. By virtue of Section 35 of the Specific Relief Act, 1963 a decree of declaration is binding on the parties to the suit and persons claiming through them and therefore, the decree in counter-claim obtained by PVP in Madurai suit is binding only on MS and not TVSSL, which was a co-defendant in the said suit. In view of my foregoing conclusions, the claim of PVP against the Company for rectification of the register of members by incorporating his name in respect of the impugned shares on the basis of the decree dated 23-11-2006 of the Madurai Court and for duplicate share certificates does not merit any consideration and therefore, the present petition is liable to be dismissed, irrespective of whether Section 111 could be invoked in case of a public company or whether any transfer of shares, pursuant to a decree of the Madurai Court would amount to a transfer by operation of law, falling outside the mandatory requirements of Section 108 of the. Furthermore, none of the developments leading to amalgamation of TVSSL with the first respondent Company or extinct of TVSSL shares, consequent upon allotment of equity shares in the capital of the amalgamated company, in favour of TVSSL shareholders or dematerialisation of the impugned shares or non-impleadment of all persons who traded in the impugned shares will be of any consequence, especially when, the Madurai suit is prior in point of time. Accordingly, the preliminary objections putforth by the Company, do not assume any significance whatsoever, in the light of the prayer of PVP for rectification of the register of members of the Company is already found to be untenable in the eye of law. Ordered accordingly.