TMI Blog2018 (1) TMI 922X X X X Extracts X X X X X X X X Extracts X X X X ..... n operation. However, the Petition filed against State Bank of India revolves around the lodging of claim in respect of only 100 shares as per the specifications supra and not in respect of total 200 shares. As a result, our Order is confined to those 100 shares only, details as per supra, which were lodged for transfer in the prescribed record by the State Bank of India. The Petition is therefore, partly allowed - Company Application NOS. 13/58 (4) And 59/CLB/MB/MAH/2015 - - - Dated:- 4-11-2017 - M.K. Shrawat And Bhaskara Pantula Mohan, JJ, For The Petitioner : M.S. Bhardwaj, V.P. Varma, Advs. and Kamlesh K. Shah For The Respondent : Ms. Anita Yadav, Asstt. Manager, Ms. Savita Malkampate, Adv., Kunjal Dalal, PCS, Nitin Champaklal Shah and Poonam Bhagwe, Sr ORDER M.K. Shrawat, Judicial Member This Petition was filed before the then CLB in the month of March 2015 by invoking the provisions of section 58(4) of Companies Act, 2013 for transfer of shares claimed to have been purchased by the Petitioner. 2. Facts in brief as stated in the Petition were that the Petitioner is in the business of share brokerage as a share broker. The Petitioner had pur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... being an independent Act cannot be superseded by any other Act. b. Placed before us the State Bank of India Act, 1955 wherein as per the preamble this Act was constituted for the purpose:- AN ACT To constitute a State Bank of India, to transfer to it the undertaking of the Imperial Bank of India and to provide for other matters connected therewith or incidental thereto. (8th May, 1955). Whereas for the extensions of banking facilities on a large scale, more particularly in the rural and semi-urban areas, and for divers other public purposes it is expedient to constitute a State Bank for India, and to transfer to it the undertaking of the Imperial Bank of India and to provide for other matters connected therewith or incidental thereto; Be it enacted by Parliament in the Sixth Year of the Republic of India as follows:- (highlighted few words by us) c. Further it is pleaded that vide Chapter-II Section 3 Sub-Section 2 it is prescribed that :- 3. Establishment of the State Bank - (1) A Bank to be called the State Bank of India shall be constituted to carry on the business of banking and other business in accordance with the provisions of this Act and for t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... able to the SBI. The Petitioner has filed the present Petition under the impression that the SBI is a company under the Companies Act, 1956. As I have held that the SBI is not a company, the present Petition filed under Sec. 111A of the Companies Act, by the Petitioner against the SBI is not maintainable. The CLB has no jurisdiction to pass order under Sec. 111A against the SBI. However, the Petitioner company is at liberty to approach SBI for relief in accordance with law. The petition is accordingly dismissed and no order to cost. g. The argument is that a view has been expressed by an authority constituted under the Companies Act and expressed a view that the SBI is not a Company, hence the Petition against the SBI is not maintainable, therefore, the said order has to be applied on this Petition, which was contested under identical circumstances. 5. Arguments from the side of the Petitioner on the question of Maintainability:- a. The first argument is that as per Section l(4)(c) of the Companies Act, 2013, the provisions of the Act is to apply on Banking Companies, hence the State Bank of India is also within the ambit of this Act. b. The second argument is that ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reply and stated that the Respondent No. 2 ceased to be the transfer Agent w.e.f. 30.9.2003. The SBI admitted that 150 shares are transferred to Respondent No. 3 as the signature of the transferor was tallied with its records and the said shares were sent to Respondent No. 3 but returned undelivered. The balance 50 shares were not transferred due to signature difference of the transferor. The SBI stated that it did not receive the share certificates and transfer deeds from the petitioner. The SBI submitted that it has no objection if the matter is adjudicated by CLB against the Respondent No. 3 and title to the share certificates decided in favour of the rightful person. 3 to 4 ** ** 5. The Respondent No. 3 in whose name 150 shares are transferred is not traceable in spite of publication of notice in the newspaper. The Respondent No. 3 has not filed any reply opposing the Petition. The shares sent by SBI to Respondent No. 3 were returned undelivered by postal authority. I am of the view that the Respondent No. 3 is not entitle for the impugned shares. The SBI is directed to cancel the 150 shares in the name of the petitioner. The SBI is further dire ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... section 1(4) of Companies Act is also not applicable. Right now we are dealing with the issue of rectification of Register of Shares along with the powers of refusal of registration and have noticed that either in the Companies Act or in the SBI Act, there is similarity and definitely there is no inconsistency. Because of this reason, as well, the Banking Companies are within the scope of the Companies Act. c. Our next observation is that although under Regulation 16 of The State Bank of India General Regulations 1955, there is prescribed a power to refuse or suspend transfers. A question was raised that whether a remedy is available in the SBI Act ? It is informed that no remedy is prescribed to the shareholder in case of unjust refusal. We have further raised a question to the representatives of the State Bank that if there any appeal or review is prescribed under SBI Act, if a shareholder is not satisfied with the decision of refusal to record the transfer of shares in the register of Members maintained by SBI? No answer is available. Obviously, there is no remedy available against the decision of refusal by the Executive Committee of SBI. According to us, Because of the fund ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... te a State Bank for India, and to transfer to it the undertaking of the Imperial Bank of India and to provide for other matters connected therewith or incidental thereto; . A well-marked distinction is that a Corporate Body may or may not be created or established under the Companies Act but is governed under the Companies Act. A Corporate Body being a legal entity is to be created or established or came into existence by a Statute other than the Companies Act, however, after coming into existence is governed in accordance with the provisions of the Companies Act. It is also a possibility that a Corporate Body may owe its existence to that Statute which is the fountainhead of its existence but to be governed by Companies Act. A possibility is that a Corporate Body may not be established under the Companies Act but the provisions of the Companies Act apply to the said Corporate Body. The word established refers to coming into existence by virtue of an enactment but does not refer to governed in accordance . To conclude, State Bank of India is established to carry on the business of Banking which is constituted by SBI Act of 1955, but to be governed under the Companies Act. e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gal issue has been raised by one of the Respondent i.e. R-5 that the petition is hopelessly barred by limitation. It is stated in the Reply to the Petition that the Petitioner had submitted the Share Certificate for transfer to S.B.I. in the year 1996. That was refused by SBI vide letter dated 19/9/96. However this Petition is filed in the year 2015 (on 24/3/2015) i.e. after a long gap of 14 years. As far as the dates are concerned there is no dispute among the parties. Admittedly this Petition is filed after 18 years from the date of lodging the claim before the S.B.I. The objection is that under the provisions of Section 58(4) of the Companies Act, 2013 it is prescribed that an appeal can be filed to the Tribunal within 60 days from the date of refusal. The explanation of the delay is that the Petitioner had filed a Civil Suit (Suit No. 1173/2007) in City Civil Court, Ahmedabad pertaining to 50 shares having Registration No. 1634923 purchased from Rukmaniben Babulal (R-3). It is also placed on record that presently a Criminal case (Case No. 39/2007) against Jolly Champak Lai Shah (R-5) in Magistrate Court, Ahmedabad is pending. The Petitioner was not sleeping over his rights. By ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... able to throw this vigilant Petitioner out of the litigation at the very threshold without granting him an opportunity of hearing which otherwise is his one of the judicial rights. 8. MERITS FACTS : ---- Once we have held that the issue can be proceeded against SBI, as a consequence, merits of the case are required to be discussed hereafter. It is informed that Respondent No. 2 is a share transfer Agent, Respondent Nos. 3, 4, 5 and 6 are the registered shareholders. The petitioner has moved this Petition for obtaining the direction to get 200 shares transferred in his name along with corporate benefits such as entitlement on bonus shares etc. At this juncture at the outset it is worth to place on record that the Applicant had submitted the claim before the SBI only in respect of 50 shares having Certificate No. 871509 (Distinctive Nos. 294924101 to 294924150). These 50 shares were stated to be purchased from Mr. Jolly Champaklal Shah (R-5). The controversy was due to mismatch of signature of the transferor on Transfer Deed. The Petitioner had written a letter on 19-10-1996 to share broker Shri Chiubhai Shah intimating the mismatch of signatures with a request to remove the obj ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y of Purchase Bill. It is interesting to note that the claim was made only in respect of 50 shares as per the details available. 8.3 It is also interesting to note that in Criminal Case No. 39/2007 submitted before Magistrate Court No. 22 of Ahmedabad, the Complainant/Petitioner has also complained in respect of 50 shares of State Bank of India bearing Certificate No. 871509 and Distinctive Nos. 294924101 to 294924150. 8.4 In the light of the above discussion and considering the sequence of events we have found that only 100 shares were lodged before State Bank of India to record the Transfer and not 200 shares. In the absence of any evidence that rest of the 100 shares have also been lodged for transfer in SBI record we are not inclined to pass any order. Definitely it is not permissible under law to adjudicate on an issue which has not been raised by proper lodgement. At the cost of repetition, the correspondence placed before us has demonstrated only in respect of 100 shares, the distinctive numbers etc. already made clear in this Judgment. Even in the reply filed by the Datamatics Financial Services (R-2) vide para 6 it is acknowledged that only 100 Share Certificates wer ..... X X X X Extracts X X X X X X X X Extracts X X X X
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