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2018 (10) TMI 712 - AT - Companies LawSuspicious transfers - Illegal transfer of shares - Direction to the 1st respondent to restore the name of the appellant-Original petitioner in the member register and issue duplicate share certificates and further direct the 1st respondent to also allot the bonus shares, accrued dividend till date and further if any - Illegal transfer of shares - Appellant argued that the undelivered share certificate is already lying with 1st respondent, and hence it is not possible to transfer the alleged share certificate to anyone and/or 6th respondent by 3rd respondent - Held that:- Admittedly the appellant is shareholder of the 1st respondent and holds 6000 equity shares as on 30.6.2015. On the issue that he has not transferred/sold these shares he has drawn our attention to Form No.SH-4, Securities Transfer Form at Page No.445 of the Reply filed by the 1st respondent. On careful scrutiny of the SH-4 form, which is the prescribed form for submitting to the company or its transfer agent for transfer of shares in the name of transferee, we find that the column where the signatures of the transferor is required, the said column is ‘blank’. This is the vital column and the said column is blank. Further there is no signature of witness on the said SH-4 form. The column for Name and Address of the witness who confirms that the transferor has signed before him in SH-4 is also blank. Further the columns meant for mentioning Distinctive Nos, Corresponding Certificates Nos is also blank. It goes on to prove that the transferor has not signed the SH-4, Securities Transfer Form, which is mandatory for transferring the shares. Also observe from the audit report conducted by the auditor, Ernst & Young, that the less stamp duty has been affixed on the share transfer form, as observed by Ernst & Young’ s report, even then the shares have been transferred. This is very serious and also shows the suspicious transaction has been done. We observe that the appellant is a shareholder which means he is the owner of the 1st respondent to some extent. Instead of helping its shareholder, 1st respondent is creating trouble for him and also harassing him. We do not appreciate and expect this type of attitude from 1st respondent. After hearing both the parties at length, we have come to the conclusion that the appellant makes out a case that he has not transferred/sold the shares to anyone, therefore, he has right on his shares and also the bonus shares issued and the dividend declared during the past years. He shall submit indemnity bond to 1st respondent in case later any other claimant proves his title.
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