TMI Blog2017 (7) TMI 147X X X X Extracts X X X X X X X X Extracts X X X X ..... allegation made against the 2nd Respondent. But in the Rejoinder filed by the Petitioner, allegations were made against the 2nd Respondent that he colluded with the 5th Respondent and brought into existence some forged and fabricated documents. No material is placed on record by the Petitioner to substantiate such wild allegations involving 2nd Respondent. More so, the Petitioner did not seek any relief against the 2nd Respondent. Moreover, there is no basis to grant any relief in this application against 2nd Respondent. More so, the Main Petition itself is misconceived, considering the prayer made by the Petitioner. - TP NO. 116/58-59/NCLT/AHM OF 2016 (NEW), AND C.P. NO. 1/58-59/CLB/M/2016 (OLD) - - - Dated:- 26-4-2017 - MR. BIKKI RAVEENDRA BABU, J. For The Petitioner : Rahul Sahasrabuddhe, Ld For The Respondent : Bijal Chhatrapati, Arvind Parikh, Ld. Advs. and Ms. Gargi Vyas, Ld. ORDER 1. This Petition is filed by the Shareholder of Symphony Limited, seeking direction/order to Symphony Limited (1st Respondent) and Share Transfer Agent (Respondent No.3) to issue duplicate shares in respect of 21500 equity shares vide Ledger Folio Nos. 021673 and 02167 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ndent for non-issuance of duplicate shares. On 22.12.2015, 3rd Respondent wrote a letter to the Petitioner asking him to settle the matter with Respondent No.5. By letter dated 22.12.2015, 1st Respondent asked the Petitioner to provide Court order to claim his shares stating that they were unable to process the request of the Petitioner due to a claim by Respondent No.5. On 31.12.2015 Petitioner got issued a legal notice to Respondent Nos. 1,2,3 and 4. On 1.1.2016 Petitioner registered a complaint against 1st Respondent for non-payment of dividend and non-receipt of share certificate through BSE Ltd. On 5.1.2016 Petitioner wrote a letter to the Securities and Exchange Board of India for providing details as to why his complaint is closed without proper redressal. On 15.1.2016 Petitioner made a complaint to the Registrar of Companies, Gujarat for non-receipt of dividend against Respondent No. 1. On the same day, Petitioner also sent a reminder to the 3rd Respondent for issue of duplicate share certificates. On 16.1.2016, Petitioner made a complaint to the Registrar of Companies, Gujarat for non-receipt of Annual Report against 1st Respondent. 6. It is stated by the Petitioner ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er and he is also not concerned with the inter se disputes between the Petitioner and Respondent No. 5. Moreover, no relief is claimed against the Respondent No.2 and therefore Respondent No.2 is neither a necessary nor a proper party. Respondent No.2 has been improperly joined in this Petition and therefore his name should be struck off from the array of Respondents. 9. The 1st Respondent admitted that Petitioner holds 21000 equity shares of ₹ 2 each under Ledger Folio No. 021673 and 500 shares under Ledger Folio No. 021674. It is pleaded in the Reply that Petitioner did not state the date on which he lost the share certificates and left as vague as possible. Petition is barred by limitation. After the Petitioner filed letter for issuance of duplicate share certificates, 5th Respondent filed an application claiming 20000 equity shares of the Petitioner under Folio No. 021673 alleging that he had purchased the said shares from open market in the year 1997 and sent the transfer deeds to Pinnacle Shares Registry Pvt. Ltd., but have not received duly transferred shares. In October 2015, 3rd Respondent requested the Petitioner to come to Mumbai Office for verification of origi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ments of shares through inter-exchange broker transaction and finally they were handed over to the 5th Respondent by M/s. Rusoday Securities Limited on 13th January, 1998 with the transfer deed under consideration. Respondent No.5 sent the Transfer Deed to the Share Transfer Agent on 5th February, 1998 with all attachments and annexures. Respondent No.5 is continuously following up the matter but he was unsuccessful in getting the shares transferred. The transfer deeds were misplaced in transit when they were returned to the Respondent No. 5 for deficit stamp duty. Respondent No. 5 is ready to pay the deficit stamp duty. Petitioner on receipt of the notice of Annual General Meeting of Respondent No.l came to know that the shares sold by him were not transferred to the 5th Respondent. The letter dated 2.11.2015 of 1st Respondent Company clearly shows that there is a third party claim on the shares of the Petitioner in the capacity of the buyer and the buyer produced satisfactory documentary evidence to prove that 5th Respondent purchased the old shares of ₹ 10 each for consideration. The letter of 1st Respondent dated 20.11.2015 also shows that the signature of the transferor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Ledger Folio No. 021673 and 500 equity shares under Ledger Folio No. 021674. 14. Admittedly, Petitioner is the shareholder of 21500 equity shares of 1st Respondent Company. Admittedly, in the year 2012, the 1st Respondent Company divided its equity shares from face value of ₹ 10 each to ₹ 2 each. As per the Register of Members maintained by 1st Respondent Company, the Petitioner holds a total number of 21500 shares of ₹ 2/- each (4300 shares of ₹ 10 each) under Folio No. 021673 and 20000 equity shares of ₹ 2 each (500 equity shares of ₹ 10 each) under Folio No. 021674. Admittedly, in September 2015 Petitioner applied to the 1st Respondent Company for issue of duplicate shares under both the folios. Admittedly, 5th Respondent filed an application with the 1st Respondent Company claiming 20000 equity shares of ₹ 2 each (4000 equity shares of ₹ 10 each) under Folio No. 021673 stating that he purchased the shares from the open market in the year 1997 and sent the transfer deeds to Pinnacle Shares Registry Pvt.Ltd., but not received duly transferred shares. Admittedly, as stated by the Petitioner in his Petition that there was a corresp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... egister the transfer of securities within a period of thirty days from the date on which the instrument of transfer or the intimation of transmission, as the case may be, is delivered to the company, the transferee may, within a period of sixty days of such refusal or where no intimation has been received from the company, within ninty days of the delivery of the instrument of transfer or intimation of transmission, appeal to the Tribunal. (5) The Tribunal, while dealing with an appeal made under sub-section (3) or sub-section (4), may, after hearing the parties, either dismiss the appeal or by order (a) direct that the transfer or transmission shall be registered by the company and the company shall comply with such order within a period often days of the receipt of the order; or (b) direct rectification of the register and also direct the company to pay damages, if any, sustained by any party aggrieved. (6) If a person contravenes the order of the Tribunal under this section, he shall be punishable with imprisonment for a term which shall not be less than one year but which may extend three years and with fine which shall not be less than one lakh rupees but ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eror alone and relates to partly paid shares, the transfer shall not be registered, unless the company gives the notice of the application, in such manner as may be prescribed, to the transferee and the transferee gives no objection to the transfer within two weeks from the receipt of notice. (4) Every company shall, unless prohibited by any provision of law or any order of Court, Tribunal or other authority, deliver the certificates of all securities allotted, transferred or transmitted- (a) within a two months from the date of incorporation, in the case of subscribers to the memorandum; (b) within a period of two months from the date of allotment, in the case of any allotment of any of its shares; (c) within a period of one month from the date of receipt by the company of the instrument of transfer under sub-section (1) or, as the case may be, of the intimation of transmission under sub-section (2), in the case of a transfer or transmission of securities; (d) within a period of six months from the date of allotment in the case of any allotment of debenture; Provided that where the securities are dealt with in a depository, the company shall intimate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... duplicate share certificates in case where share certificates were lost. 20. In the case on hand, the Petitioner alleged that he lost share certificates but he did not state when he lost the share certificates. The fact remains that Respondent No.5 is claiming to have purchased 20000 equity shares of ₹ 2/- each (4000 equity shares of ₹ 10/- each) of the Petitioner under Folio No.021673. It is also a fact that 5th Respondent filed a suit in respect of those shares and it is pending before the Civil Court. 21. In view of the provisions of law and in view of the above stated facts, it is clear that it is the Board of the Company that has to issue duplicate share certificates in case if the shareholder satisfy the Board of the Company that he has lost the shares. Petitioner before applying for duplicate shares did not give report to the police. Even after Petitioner came to know about the claim made by Respondent No.5 for 20000 equity shares of the face value of ₹ 2/- each, Petitioner did not choose to give any report to the police about the loss or misplacement of the shares. In view of the claim made by Respondent No.5 in respect of 20000 equity shares, the Bo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... parties to the Civil Court. In Ammonia Supplies Corpn. (P.) Ltd. v. Modern Plastic Containers (P.) Ltd [1994] 79 CC Page 163 , the Full Bench of the Delhi High Court held that the object of Section 155 (now Section 111) of the Companies Act, 1956 is to provide a remedy in non-controversial matters or in matters where a quick decision is necessary and can be rendered in order to obviate irreparable injury to a party. 28. The scope of Section 155 of the Companies Act came up for consideration before the Apex Court in the case of Ammonia Supplies Corpn. (P.) Ltd v. Modern Plastic Containers (P.) Ltd. [1998] 17 SC 3153 which arose from the Judgment of the Delhi High Court Full Bench Judgment in the case of Ammonia Supplies Corpn. (P.) Ltd. (supra). The Hon'ble Supreme Court answered the following question, Whether in the proceedings under section 155 of the Companies Act the Court has exclusive jurisdiction in respect of the matters raised therein or have only summary jurisdiction. In Para 27, the Hon'ble Apex Court observed that The Court has to examine on the facts of each case, whether an application is for rectification, or something else. The Hon'ble A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to issue duplicate shares if it is satisfied that the share certificates are lost or when such power is not properly exercised by the Board, it can be certainly be challenged. In the case on hand, the challenge involves title of the Petitioner to the extent of 20000 Equity Shares of ₹ 2/- each of the 1st Respondent Company. 31. Here it is pertinent to draw attention to the provisions of Section 430 of the Act. It says that no Civil Court shall have jurisdiction to entertain any suit or proceeding in respect of any matter which the Tribunal or the Appellate Tribunal is empowered to determine by or under this Act or any other law for the time being in force... 32. In the case on hand, the dispute is relating to the title of 20000 equity shares of ₹ 2/- each of 1st Respondent Company between the Petitioner and 5th Respondent. Such title disputes cannot be decided by the Company Law Tribunal and it can only be decided by a Civil Court. Section 430 of the Act only says that the Civil Court's jurisdiction is ousted only in respect of matters which the Tribunal is empowered to determine. In the case on hand, in view of the complicated question of title to the dispu ..... X X X X Extracts X X X X X X X X Extracts X X X X
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