JUDGMENT By the Court.—Heard Sri Rahul Sripat, learned counsel for appellants, Sri Saral Srivastava, Advocate, for respondent No. 17 and Sri R.P. Agarwal, Advocate for respondent No. 52. 2. This is plaintiff-appellants’ appeal, filed under Section 96 Civil Procedure Code arising from judgment and decree dated 13.11.2003 and 27.11.2003, passed by Sri Vigyan Ram Misra, VIIIth Additional District & Sessions Judge, Varanasi, dismissing plaintiff-appellants’ (hereinafter referred to as ‘plaintiffs”) Original Suit No. 409 of 1993. Aforesaid original suit was instituted by plaintiffs in the Court of Civil Judge, Varanasi stating that plaintiffs are members of Joint Hindu Family, of which plaintiff 1 is Manager, plaintiff 2 is wife of plaintiff 1 and plaintiffs 3 and 4 are sons and plaintiffs 5 and 6 are daughters in law. Plaintiffs in due course of business purchased shares of reputed companies and sold from time to time through sub-brokers and brokers. They purchased a large number of shares detailed in Annexure 1 to plaint, in the names of plaintiffs, individually and jointly. 3. Defendants 2 to 4, commenced their business in the name of firm M/s Smart Money Financial Services having Branch Office at D 52/19, Rama Devi Katrara, Luxa, Varanasi, and Head Office at 120/533, Shivaji Nagar, Kanpur. Defendants 2 to 4 represented themselves as partners of defendant 1 and used to sit in Varanasi office. Relying on their representation, plaintiffs delivered certain shares for sale through their Principal, in Stock Exchange, and for that purpose even transfer deeds of shares were signed and handed over by plaintiffs to defendants 1 to 4. Defendants 1 to 4 made some payments promptly and in this way got faith of plaintiffs and other persons. Subsequently, large number of shares as detailed in Annexure 1 to plaint were handed over to defendants 2 to 4 alongwith transfer deeds and the same were sold by them but sale consideration was not paid to plaintiffs, which valued about sixteen lacs and odd. Defendants 2 to 4 obtained delivery of share certificates fraudulently and without paying sale consideration of shares belong to plaintiffs absconded from their office and have misappropriated the said amount. 4. Defendants 2 to 4 obtained delivery of share certificates fraudulently and without paying sale consideration of shares belong to plaintiffs absconded from their office and have misappropriated the said amount. 4. Plaintiffs filed suit seeking following reliefs : “(a) A decree of prohibitory injunction be passed in favour of the plaintiffs against all the defendants, restraining them not to transfer and retransfer of the shares mentioned in Annexure 1 in any other name or names and retaining them the name of the plaintiffs. (b) A declaratory decree be passed that plaintiffs are the real holders of the share certificates mentioned in Annexure 1 of the plaint and they are entitled to get back their share certificates in their possession.” 5. Defendant 2, appeared and contested suit by filing a written statement. It denied any dealing of share transfer with plaintiffs. In the additional pleas it was pleaded that defendant had no concern with plaintiffs alleged shares or their sale and purchase as alleged by plaintiffs. The entire story set up by plaintiffs is conjectural and based on surmises. No fraud has been committed by defendant 2 and it is also incorrect that defendants 2 to 4 opened a Firm in the name of defendant 1. Defendant 2, had no concern with defendant 1 and never dealt or engaged in business with defendant 1. Defendant 4 never resided in House No. D48/143 C, Misir Pokhara, Varanasi, which belong to defendant 2. There was no promise and no business transaction between defendant 2 and plaintiffs, as alleged in the plaint. Defendant 2, in fact, himself purchased some shares from defendant 1 through Dinesh Kumar Sharma, defendant 4, and relationship was that of client and sub broker. Defendant 2, has otherwise no relation with defendants 1 and 4. It is also denied that defendant 2 made any payment to plaintiffs at any point of time. 6. Besides, suit was also contested by defendants 12, 52, 53, 56 and 57 by filing their separate written statements stating that plaintiffs ought to have filed a suit for recovery of money from brokers who allegedly has/have failed to make payment. So far as, defendant companies are concerned, after receiving share certificates and transfer deeds, as per law, the same were transferred to purchasers and there was no cause of action or privity of contract between plaintiffs and defendant companies. So far as, defendant companies are concerned, after receiving share certificates and transfer deeds, as per law, the same were transferred to purchasers and there was no cause of action or privity of contract between plaintiffs and defendant companies. The transfer has been made strictly in accordance with law. 7. Trial Court formulated fourteen issues as under: ^^1- D;k oknh LFkk;h] fu”ks/kkKk izfroknh ds fo:) ckcr okn i= esa of.kZr 'ks;j dks LFkkukUrfjr o iqu% LFkkukUrfjr u fd;s tkus ds ckor vuqrks"k ikus dk vf/kdkjh gS\ 2- D;k oknh fookfnr 'ks;j izek.k&i=ksa dk ewy Lokeh gS\ 3- D;k oknh dk okn dkj.k izfroknh la[;k 12 ds fo:) izkIr ugha gS\ 4- D;k okn esa vko';d i{kdkj dks i{k u cuk;s tkus dk nks"k gS\ 5- oknh fdl vuqrks"k dks ikus dk vfèkdkjh gS\ 6- D;k oknh dks izfroknh la[;k 53 ds f[kykQ nkok nkf[ky djus dk vf/kdkj ugha gS\ 7- D;k nkok fel Tokb.Mj vkWQ dkWtst vkWQ ,Dlu ls ckf/kr gS tSlk fd tokcnkok dh /kkjk 43 esa dgk x;k gS\ 8- D;k nkok bLrdjkj o gqdqe bErukbZ dkuwuu eqefdu ugha gS\ tSlk fd tckonkok dh /kkjk 44 esa dgk x;k gS\ 9- D;k okn dk ewY;kadu de djds U;k; 'kqYd de vnk fd;k x;k gS\ 10- D;k eqn~nkysg uEcj 53 fVLdksa ds 100 ks;j dk usd uh;r [kjhnnkj fcy ,ot eqvkotk dk ehy fcyk bYe o bRryk gksus dh otg ls fVLdks dEiuh esa dCy bn[kky eqdnek fnukad 8-6-93 ls eqn~nkysg uEcj 53 dk uke gks pqdk gS ;fn gka rks bldk izHkko] tSlk fd izfrokn i= dh nQk 42 esa dgk x;k gS\ 11- D;k oknhx.k dks dksbZ okn dkj.k izfroknh la[;k 53 ds fo:) izkIr gS] tSlk fd nQk 43 esa dgk x;k gS\ 12- D;k oknhx.k dk okn izfroknh la[;k 53 ds fo:) iks”k.kh; gS\ 13- D;k oknhx.k }kjk izLrqr okn nkf[ky fd;s tkus ls izfroknh la[;k 53 dks vdkj.k Hkkjh vkfFkZd {kfr gqbZ gS] tSlk fd izfrokn i= ds nQk&41 esa dgk x;k gS\ 14- D;k izfroknh la[;k 53 us oknhx.k ds lkFk fookfnr fVLdks ds ‘ks;j ds ckor dksbZ tkylkth o QzkM fd;k gS\** “1. Whether the plaintiff is entitled to get relief in the nature of permanent injunction prohibiting the defendant from transferring and re-transferring the shares as mentioned in the plaint? 2. Whether the plaintiff is the original owner of the share certificates in dispute? 3. Whether the plaintiff is entitled to get relief in the nature of permanent injunction prohibiting the defendant from transferring and re-transferring the shares as mentioned in the plaint? 2. Whether the plaintiff is the original owner of the share certificates in dispute? 3. Whether the plaintiff has no cause of action against the defendant no 12? 4. Whether the suit suffers from non-joinder of necessary party? 5. What relief the plaintiff is entitled to get? 6. Whether the plaintiff has no right to file a suit against the defendant no 53? 7. Whether the suit, as mentioned in para 43 to the written statement, is vitiated by the mis-joinder of causes of action? 8. Whether the suit for declaration and prohibitory injunction is not legally maintainable as stated in para 44 to the written statement? 9. Whether the suit is undervalued and the Court fee is insufficient? 10. Whether the defendant no 53 being a bona fide buyer of 100 TISCO shares in lieu of full consideration without any knowledge and information to the contrary, the said TISCO shares have come to be recorded in his name since 8.6.1993 prior to the institution of the suit, as stated in para 42 to the written statement? If so, its effect. 11. Whether the plaintiffs, as mentioned in para 43, have any cause of action against the defendant no 53? 12. Whether the suit of the plaintiffs is not maintainable against the defendant no 53? 13. Whether defendant no 53, as mentioned in para 41 to the written statement, has suffered a huge monetary loss for no rhyme or reason on account of the suit being filed by the plaintiffs? 14. Whether defendant no 53 has, in connection with the TISCO shares in dispute, committed any forgery and fraud against the plaintiffs?” (English translation by Court) 8. Issue 9 relating to Court fees was decided as preliminary issue by order dated 10.1.1993 in negative. Thereafter, Issues 1, 2 and 8 were taken together. Court below held that once share certificates alongwith transfer deeds, duly signed by share holders, are received by companies, they have to transfer those shares to the purchasers and there is no provision under Companies Act, 1956 (hereinafter referred to as “Act 1956”) requiring verification or no objection, further from the transferor. Court below held that once share certificates alongwith transfer deeds, duly signed by share holders, are received by companies, they have to transfer those shares to the purchasers and there is no provision under Companies Act, 1956 (hereinafter referred to as “Act 1956”) requiring verification or no objection, further from the transferor. If the plaintiffs could not get sale consideration from defendants 1 to 4, they are at fault and can claim sale consideration from defendants 1 to 4 but for that reason, transfer of shares by respective Companies cannot be obstructed, restrained or stopped. All the three issues i.e. 1, 2 and 8 thus were answered against plaintiffs. 9. Issues 3, 6 and 11 were also answered together against plaintiffs, holding that it had no cause of action to seek any relief against defendants 12 and 53. Issue 4 relates to question ‘’whether the person in whose favour shares were transferred, any relief can be claimed against them’ and Court held, since those purchasers were never informed that any fraud was played by defendants 1 to 4 or anyone else and shares have been sold on account of fraud or misrepresentation, hence after several years of transfer no relief can be claimed or allowed against them. Hence, issue 4 was also returned against plaintiffs. Court also held in deciding issue 7 that plaint also suffers from misjoinder of different cause of action. Issues 10, 12 and 14 were answered against plaintiff and Issue 13 remained unanswered, since it was not proved by defendant 53 who had claimed damages. Issue 5, in view of aforesaid findings, was also answered against plaintiffs and suit was ultimately dismissed. 10. Before this Court, Sri Rahul Sripat, learned counsel for appellants, contended that the shares, alongwith transfer deeds, were fraudulently obtained by defendants 1 to 4 and therefore, Court below erred in law in not granting injunction against transfer of shares to subsequent purchasers ignoring well established principle of law that fraud vitiates everything. 11. Learned counsel appearing for respective companies that is defendants 17 and 52, contended that they have transferred shares bona fide in view of fact that share certificates alongwith transfer deeds, duly discharged by share holders, were received by them, and within sixty days they had to transfer such shares in the name of purchasers. 11. Learned counsel appearing for respective companies that is defendants 17 and 52, contended that they have transferred shares bona fide in view of fact that share certificates alongwith transfer deeds, duly discharged by share holders, were received by them, and within sixty days they had to transfer such shares in the name of purchasers. They simply complied with the requirements of Act, 1956 and for any fault on the part of defendants 1 to 4, in not making payment of sale consideration of said shares to plaintiffs, no suit seeking injunction against transfer could have been maintained and instead plaintiffs ought to have filed a suit for recovery of money from defendants 1 to 4 which they have not done and therefore, Trial Court has rightly dismissed the suit. 12. In our view, only two points for consideration need be answered to decide this appeal; (i) Whether reliefs as sought for by plaintiff-appellants, in the light of averments contained in the plaint, could have been granted against Holding Companies when there was no otherwise privity of contract between plaintiffs and such companies, causing any obstruction in transfer of shares after receiving share certificates and duly discharged transfer deeds, signed by share holder; (ii) Whether suit as framed and relief prayed by plaintiffs are inconsistent and Court below has rightly dismissed the suit. 13. We propose to consider both these questions simultaneously. For answering the aforesaid two questions, we need not examine whether disputed shares actually owned by plaintiff-appellants or not and for time being, we proceed treating that plaintiffs initially purchased disputed shares from different companies through brokers or sub-brokers or Stock Exchange. The fact remains that plaintiffs themselves have admitted to have handed over share certificates and transfer deeds, duly signed by share holders, having the effect of discharging such shares and requesting for transfer of the same in favour of purchasers. 14. It is also not pleaded anywhere that within statutory period within which respective Companies have to comply with the requirements of transfer after receiving share certificates and transfer deeds, any information or legal notice or order passed by any competent Court was communicated by plaintiff to such Companies restraining them from giving effect such transfer deeds, by transferring shares to any other person. 15. 15. In these facts and circumstances, it cannot be said that respective Companies, in any manner, erred in law or acted illegally by giving effect to transfer deeds received by them which were duly discharged by share holders and transfer was given effect to, in favour of subsequent purchasers named therein legally. 16. Once transfer was given effect to, question of granting any injunction against respective Companies, particularly when there was no legal obstruction whereupon Companies could have denied transfer, in our view, could have been asked for by plaintiff-appellants and none could be granted by Court. Therefore, relief sought in the suit was manifestly erroneous in view of pleadings in the plaint. 17. In fact, grievance of plaintiff-appellants appears to be that they discharged share certificates and signed transfer deeds, handed over to defendants 2 to 4 but since defendants 2 to 4 failed to pay sale consideration after selling aforesaid shares in the Stock Exchange and therefore, they have committed a fraud. If that be so, for alleged loss suffered by plaintiff-appellants, a suit for recovery of money from erring defendants ought to have been filed and not seeking an injunction against transfer of shares which was already made in accordance with law by respective Companies. No such relief was claimed in the plaint. In absence of such relief, Court below in our view, did not commit any mistake by declining to grant relief with respect to injunction for restraining transfer of shares in favour of subsequent purchasers which the respective Companies have executed after receiving relevant documents and in accordance with law. 18. In view thereof, both questions formulated above are answered against plaintiff-appellants. 19. No other point has been argued. 20. Appeal is hereby dismissed with costs.