Judgment Ashim Kumar Banerjee, J. ICICI Bank Limited the appellant above named is a public limited company registered under the provisions of Companies Act, 1956 (hereinafter referred to as the "said Act of 1956"). Its shares are quoted with the recognised Stock Exchanges of the country and abroad. The respondent is also a company said to be registered under the provisions of the said Act of 1956, inter alia, dealing with shares. Respondent claimed that it purchased 410 shares of Rs.100.00 each and 250 shares of Rs.10.00 each of the appellant in exchange of valuable consideration from M/s R.K. Chamaria & Company of 3A, Pollock Street, Calcutta. The respondent also claimed that the shares were kept in their office at 5, Sambhu Mallick Lane, Calcutta along with blank transfer deeds duly executed by the respective; transferors. On May 31, 1995 those shares were found missing from the office of the respondent. On June 2, 1995 the respondent informed the appellant about such misplacement and requested them to stop transfer of those shares, if lodged with them. They also lodged a complain with the local Police Station on June 7, 1995. The respondent also claimed duplicate certificates from the appellants which the appellant refused to issue. 2. In this backdrop the respondent filed a civil suit, inter alia, claiming for a declaration that they were lawful owners of the shares in question and the appellant should be perpetually restrained from registering those shares and/or recording any transfer in respect those shares in favour of any person other than the respondent. The respondent also claimed issuance of duplicate share certificates. 3. The suit was contested by the appellant. At the trial one Jugal Kishore Sadani stated to be a friend of the respondent filed an affidavit of evidence inter alia, claiming that he was duly authorised by the respondent to depose on their behalf. He claimed that one Radha Kishan Garodia was his friend. He authorised him to depose on behalf of the respondent as a Director of the said company. In paragraph 2 of the said affidavit he stated, "I have been handling the suit proceedings on behalf of the plaintiff and I am acquainted with the facts and circumstances of the case". 4. He authorised him to depose on behalf of the respondent as a Director of the said company. In paragraph 2 of the said affidavit he stated, "I have been handling the suit proceedings on behalf of the plaintiff and I am acquainted with the facts and circumstances of the case". 4. The learned Single Judge by judgment and decree dated July 23, 2004 disposed of the suit by holding in favour of the respondent and by granting relief in its favour. Hence, this appeal by the appellant. 5. On perusal of the judgment and decree impugned in this appeal appearing at pages 14-21 of the Paper Book it appears that the learned .Judge relied on the evidence of Sadani to the extent of loss of shares and refusal on the part of the appellant in issuance of duplicate shares and held that there was no challenge from the end of the appellant that the respondent did not purchase those shares and as such they were entitled to the relief as claimed. The learned Judge held that the respondent was a bona fide purchaser in respect of the shares mentioned in Schedule A to the plaint and granted relief accordingly. 6. Mr. Hirak Mitra, learned Senior Counsel, being ably assisted by Mr. Deb Dutta Sen, learned Counsel appearing for the appellant contended as follows : (i) The evidence of Sadani was of no consequence since he did not assert that he had witnessed the transaction between the respondent on the one hand and Chamaria on the other hand and he had personal knowledge that on May 31, 1995 when the shares had been lost from the office of the respondent. Unless Sadani had any personal knowledge of the transaction and/or the subject controversy he would not be able to depose on behalf of the respondent. (ii) Learned Judge of the Court below erred in relying upon the evidence of Sadani without appreciating that his evidence was of no consequence in absence of any personal knowledge. (iii) The ownership was not proved as Sale Notes and Bought Notes, if any, were not produced in evidence. (iv) Until and unless the title to the shares was proved the respondent was not entitled to any relief. (iii) The ownership was not proved as Sale Notes and Bought Notes, if any, were not produced in evidence. (iv) Until and unless the title to the shares was proved the respondent was not entitled to any relief. (v) In the alternative, assuming the respondent was the lawful owner of the shares in question they were not entitled to apply for duplicate shares as admittedly they were not the registered holder of those shares. (vi) On factual matrix, the evidence that came out in the final trial would depict that some of the shares had been lodged for transfer by UCO Bank for registration even before May 31, 1995 when the shares were allegedly lost from the custody or the respondent. (vii) The suit was bad for non-joinder of parties as the original owners were not made parties. In any event, the suit was not maintainable in view of the provisions of the said Act of 1956 as the Civil Court did not have jurisdiction to deal with the company matters. 7. Mr. Mitra in support of his contention relied on the following decisions: (i) AIR 1914 Cal Page 396 (D. Weston & Ors. Vs. Peary Mohun Das) (ii) AIR 1923 Cal Page 378 (Sayeruddin Akonda Vs. Samiruddin Akonda & Anr.) (iii) AIR 1968 SC Page 1413 (Gopal Krishnaji Ketkar vs. Mohamed Haji Latif & Ors.) (iv) 1978 Vol-1, CLJ Page 563 (Mining Geological Metallurgical Institute of India & Ors. vs. Shyamalesh Nath Bhaduri & Ors.) (v) 1995 SCC (Supplementary), Vol-IV, Page 590 (Shripal Jain vs. Torrent Pharmaceuticals Limited & Ors.) (vi) 1998 Vol-94 Company Cases Page 310 (Ammonia Supplies Corporation Pvt. Limited vs. Modern Plastic Containers Pvt. Ltd. & Ors.) (vii) 2007 Vol-II CHN Page 456 (Oriental Insurance Co. Ltd. vs. Peacock Plywood (p) Ltd.) 8. Mr. Shyama Prasanna Roy Chowdhury, learned Senior Counsel being ably assisted by Mr. Harish Tandon, learned Counsel appearing for the respondent contended as follows: (i) The respondent claiming to be the owner of the shares filed the civil suit as against the appellant, inter alia, for stopping the subsequent transfer, if any. Once the ownership was proved the respondent was entitled to such relief. (ii) The respondent claimed relief against the appellant and not against the erstwhile owner of the shares. Hence, transferors were neither necessary nor a proper party. Once the ownership was proved the respondent was entitled to such relief. (ii) The respondent claimed relief against the appellant and not against the erstwhile owner of the shares. Hence, transferors were neither necessary nor a proper party. (iii) Assuming transferor was a proper party his absence could not vitiate the decree by illegality. (iv) Although the plea of maintainability was taken in the Written Statement that plea was specifically not pressed as would appear from the judgment and decree impugned in the appeal. Once the appellant consciously did not press the issue of maintainability on the question of non-joinder or otherwise they were not entitled to raise the same plea before the Court of Appeal. (v) Ownership in respect of the shares was proved by documentary evidence which were exhibited by and on behalf of the respondent. Those exhibits were taken on record by dispensing with the formal proof by order No. 57 dated July 14, 2004. Once the ownership was proved the relief was consequential. (vii) Sadani knew about the facts and circumstances as would appear from paragraph 2 of the affidavit-of-evidence. He was duly authorised by the respondent to adduce evidence on their behalf. In any event the ownership was proved through the documentary evidence which came on record by consent of the parties by dispensation of formal proof. Hence, the plea as to the competence of Sadani was not tenable. 9. In support of his contention Mr. Roy Chowdhury relied upon the following decisions: (i) AIR 1961, Cal Page 359 (A.E.G. Carapiet vs. A.Y. Derderian) (ii) Volume-64, CWN Page 103 (Premchand Manickchand vs. Fort Gloster Jute Manufacturing Co. Ltd.) (iii) AIR 2005 SC Page 439 (Janki Vashdeo Bhojwani & Anr. vs. Indusind Bank Ltd.) (iv) 2006 Vol-VI, SCC Page 94 (Standard Chartered Bank vs. Andhra Bank Financial Services Ltd. & Ors.) 10. We have considered the rival contentions. We have also perused the judgment and decree impugned herein. Let us first decide the issue of maintainability. Under the provisions of the said Act of 1956 any shareholder who was registered with the company as a shareholder was entitled to apply for duplicate shares in case of loss of the original. Admittedly the respondents were not the registered holders of the said shares. Hence, they could not apply to the company under the provisions of section 81 of the said Act of 1956 for duplicate shares. Admittedly the respondents were not the registered holders of the said shares. Hence, they could not apply to the company under the provisions of section 81 of the said Act of 1956 for duplicate shares. On perusal of the written statement it appears that the plea of maintainability was duly taken by the appellant. We also find from the judgment and decree impugned that point was specifically not pressed by the appellant. Once the plea of maintainability, be it on the issue of competence of the Civil Court or be it on the issue of non-joinder, was taken and then specifically not pressed it would debar the appellant from taking the identical plea before the Court of Appeal. In this regard we may refer to the decision of this Court in the case of Premchand Manickchand vs. Fort Gloster Jute Manufacturing Co. Ltd. (supra). The Division Bench observed: "A ground of law, particularly one which goes to the validity of the entire proceeding can be taken for the first time at any stage." But when a party has raised such ground in the Trial Court and then deliberately has abandoned it, he cannot be allowed to raise it again at the appellate stage. We fully agree with the observation of the Division Bench quoted (supra) and hold that the argument with regard to the maintainability of the suit raised by Mr. Mitra on behalf of the appellant are not tenable. 11. Let us now examine the merits of the matter. The appellant is a limited company. Its shares are listed with the Stock Exchanges. A fight with regard to the subject shares on its ownership would lie between the rival claimants. The appellant, in our view, should not mix them up with such rivalry. In the instant case the respondent claimed that they purchased shares having distinctive numbers mentioned in the plaint. They also informed the appellant on June 2, 1995 to the effect that the original share certificates had been lost along with the blank transfer deeds. The respondent requested the appellant not to transfer the disputed shares to any outsiders. In all fitness of things the appellant should carry out such request for a reasonable period so long the respondent was not able to obtain any order and/or decree from a competent Court restraining transfer of those shares. The respondent requested the appellant not to transfer the disputed shares to any outsiders. In all fitness of things the appellant should carry out such request for a reasonable period so long the respondent was not able to obtain any order and/or decree from a competent Court restraining transfer of those shares. In this regard we may refer to the letter of the Registrar dated April 20, 2001 appearing at page 16 of the Supplementary Paper Book wherein the Registrar placed it on record that they noted this request of "stop transfer" in respect of 410 shares of Rs.10.00 each in lieu of 410 shares of Rs.100.00 each. Such letter was written by the Registrar on April 20, 2001. The moment the appellant came to know of the alleged loss of shares they should wait for an adjudication from a competent Court on the ownership if there was any rival claim. In the instant case Mr. Mitra on instruction contended that before receipt of the first request made by the respondent some of the shares were lodged by UCO Bank for registration and those were registered by the company in the name of the applicants after being satisfied about the transfer. In our view the law is clear on the subject. Earlier in terms of section 155 of the said Act of 1956 the company had right to refuse mutation and/or rectification of Share Registrar on the grounds mentioned in the said provision and such rectification, if refused, was available for judicial review before this Court. Section 155 of the said Act of 1956 was repealed by Companies (Amendment) Act, 1988 with effect from May 31, 1991. Hence the only provision left is section 111A (in case of a company not being a private company or a company within the meaning of company in terms of section 43A) wherein a shareholder has been given right to approach the Company Law Board against refusal by a company to register transfer of shares. Under section 111A after repeal of section 155 the company has hardly any scope to refuse registration and/or mutation and/or rectification of the Shareholder Register unless they are satisfied that the transfer has not been effected in accordance with law. If the transfer is lawfully made the company has no scope to refuse registration and/or rectification. Under section 111A after repeal of section 155 the company has hardly any scope to refuse registration and/or mutation and/or rectification of the Shareholder Register unless they are satisfied that the transfer has not been effected in accordance with law. If the transfer is lawfully made the company has no scope to refuse registration and/or rectification. In the instant case, before the shares along with the transfer deeds could be lodged for rectification and/or mutation those were allegedly lost from the custody of the respondent as alleged in the plaint. If they could prove the ownership of the shares the company would have hardly any scope to deny rectification. At the same time we observe that even if the shareholder proves that he is the lawful owner of the shares if such proof comes after the name of the shareholder is deleted from the said register the company would have no obligation to record such transfer as the rectification could only be done by deleting the name of the transferor and by substituting the name of the transferee. If the concerned shareholder is not a member of the company as per the Share Register he would not be entitled to have duplicate shares under section 84 of the said Act of 1956. Similarly if the shares arc lost before registration of the name of the transferee by recording such transfer until and unless it is proved that the transferor who executed the transfer deeds featured in the Share Register as shareholder question of the company's recording such name by deleting the erstwhile transferor would not arise. 12. Let us now consider the present case by giving full credence to the evidence which came out during the final trial. Respondent purchased shares from R.K. Chamaria & Company. Nothing came out in evidence to the extent that subject shares belonged to R.K. Chamaria & Company. Once such evidence did not come it would be dangerous to conclude that those transactions were lawful. 13. The matter can be viewed from another angle. Assuming the shares had not been lost and those were lodged for rectification on the strength of a Sale Note between R.K. Chamaria & Company on the one hand and the respondent on the other hand would it be sufficient for the company to satisfy themselves that such transfer was lawfully made. We unhesitatingly answer the question in the negative. Assuming the shares had not been lost and those were lodged for rectification on the strength of a Sale Note between R.K. Chamaria & Company on the one hand and the respondent on the other hand would it be sufficient for the company to satisfy themselves that such transfer was lawfully made. We unhesitatingly answer the question in the negative. Share is a movable commodity. It can be sold by the holder to anyone and he in turn to another one. However those intermediaries do not ultimately figure in the transaction and do not have any consequence. Once the transfer is registered with the company it is registered on the basis of the transfer deed duly executed by the registered shareholder featuring in the records of the company in favour of the ultimate transferee who is seeking rectification. In the instant case R.K. Chamaria & Company might be an intermediary and sale by Chamaria was of no consequence unless it was proved that the original shareholder executed a transfer deed in favour of the respondent who sought rectification of the Share Register. We are afraid, nothing came out in the evidence on that score and it would not be wise to grant approval to the rectification as directed by the Court below. At the same time we feel that the appellant should take an impartial stand in the matter as mandated by law specially section 111A of the said Act of 1956. The judgment and decree passed by the Court below dated July 23, 2004 in T.S. No. 1997 of 1995 is set aside. The suit is remanded back to the Court below for a retrial with liberty to the plaintiff to adduce further evidence if they so chose, in the light of the observation made by us hereinbefore. 14. The appellant would furnish detailed particulars of the recorded holders to the respondent. The respondent would also be entitled to add the recorded holders as party to the suit. 15. The Court below would give opportunity to both parties to adduce further evidence. The parties would, however, be entitled to rely upon the evidence already had on record. 16. Upon appreciation of the evidence already on record and evidence to be adduced further by the parties the Court below will consider the issues afresh and dispose of the suit in accordance with law. 17. The parties would, however, be entitled to rely upon the evidence already had on record. 16. Upon appreciation of the evidence already on record and evidence to be adduced further by the parties the Court below will consider the issues afresh and dispose of the suit in accordance with law. 17. We also make it clear that the Court below would hear the suit on issue Nos. 5 to 7 (wrongly typed as "9"). The appellant would not be entitled to raise issue Nos. 1 to 4 as already abandoned by them before the Court below. 18. As long as the suit is not disposed of the appellant would be restrained by an order of injunction from recording any further transfer and/or rectify its Share Register in respect of the shares mentioned in Schedule - A to the plaint. 19. Since the issue is long pending we humbly request the Court below to have an early disposal of the matter and preferably within six months from the date of communication of this order. The appeal is disposed of accordingly without any order as costs. 20. Let a copy of this judgment be transmitted to the learned Chief Judge, City Civil Court Calcutta by the department. Let suit be fixed before the Chief Judge, City Civil Court, Calcutta on March 2, 2009 when the parties are directed to be present before the learned Judge. The learned Chief Judge is directed either to proceed with the hearing of the suit afresh or assign the matter to any other learned Judge as he may think fit and proper. 21. Urgent xerox certified copy would be given to the parties, it applied for. Prasenjit Mandal, J., I agree. Appeal disposed of with directions.