TMI Blog2018 (10) TMI 712X X X X Extracts X X X X X X X X Extracts X X X X ..... cribed 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 t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... request to the 1st and 2nd Respondent (new Transfer Agent appointed by 1st respondent) for issue of duplicate shares and for updation of the new address vide letter dated 4.12.2016. 2nd respondent vide letter dated 5.10.2016 (which was earlier sent to his Bangalore address) received in email on 12.12.2016 by appellant (Page 166-167, Exhibit G) intimated the status of his shares and sought certain information. The appellant sent all the required documents to the 2nd respondent vide letter dated 14.12.2016 (Page 200) and also demanded bonus shares issued by the 1st respondent but the same were not provided by the 2nd respondent. The appellant demanded Bonus shares as the 1st respondent had announced issuance of Bonus shares in July/August, 2016 in 1:1 ratio to the existing shareholders. 6. The appellant has submitted that the 1st respondent vide their letter dated 5.10.2016 which was received on 12.12.2016 (Page 166-167) had intimated that 3rd respondent, who was appointed as Registrar and Share Transfer Agent of 1st respondent on 01.03.2010, had indulged into illegal activities of transferring and dealing of the shares of the 1st respondent and SEBI instituted suo motu proceedin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n of the register passed in this proceedings would have a direct effect on the interest of Mr. G.K. Dhariwal. Therefore, Mr.G.K. Dhariwal is not only a proper party but also a necessary party to this proceeding. But, such person has not been impleaded as a party in this petition. 27. In view of the above discussion, the petitioner is not entitled to any relief in this petition. This petition is dismissed. However, the petitioner can approach the civil court for appropriate remedies, if so advised. No order as to costs. 7. Being aggrieved by the said order dated 9th June, 2017 of the Tribunal has filed the present appeal. The appellant has prayed for the 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. 8. The appellant in his appeal has stated that he is the holder of 6000 equity shares of the 1st respondent company and he has not transferred/sold these shares to anyone. The appellant submits that the 1st respondent has himself admitted vide letter d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to be quashed and set aside. 11. The appellant has stated that in the case of M/s Manah Tradelink Pvt Ltd wherein transfer of shares is set aside and the company is directed to rectify the member register with the appellant s name alongwith the number of shares after bonus etc and has also directed the respondent to pay the accrued dividend to the applicant. The appellant has stated that the Tribunal vide the impugned order has directed that the appropriate remedy lies with the civil court which itself is bad in law. The appellant submitted that the Tribunal has neither referred to nor considered the judgements cited by the appellant, therefore, the impugned order suffers from non-consideration of binding judgement and, therefore, the impugned order is required to be quashed and set aside. 12. Reply has been filed by 1st respondent. 1st respondent submitted that they deny all the averments, allegations and submissions made in the appeal save and except those which are admitted here. 1st respondent submitted that they are relying upon facts and contentions of the reply filed before National Company Law Tribunal, Ahmedabad. 1st respondent has also relied upon the order dated 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the Respondents instead of cooperating with the appellant, who is a shareholder, created hurdles and troubles in issuance of duplicate share certificate. Therefore, the appellant has come before the Appellate Tribunal for seeking directions as prayed for. 17. Learned counsel appearing on behalf of 1st respondent submitted that the present appeal deals with disputed questions of facts and issues which are sub-judice and matter of investigation. Therefore, the relief prayed cannot be granted under a summary procedure, more particularly under Section 58 and 59 of the Companies Act. Learned counsel for the 1st respondent argued that it denies that it had received Undelivered share certificate of the appellant at its company address or that it was/is in the custody of the 1st respondent. The learned counsel submitted that the appellant has not disclosed that the appellant has made an online complaint to SCORES (the online complaint redressal port of SEBI. Learned counsel further argued and admitted that the 3rd respondent had indulged into certain fraudulent and illegal transactions and the shares being subject matter of this appeal are a part of such fraudulent transaction pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 118.6 lacs. The value of stamp duty applicable would be INR 29,650. However, the stamp duty paid was INR 19,750(395 stamp of INR.50 each). Thus stamp duty was also paid less by INR, 9,900. - The original share certificate was handed over to unidentified person as per the Sharepro records. We were verbally informed by Bharti Parikh that she had received call from Indira stating that a person would come to collect the share certificate on behalf of G.K. Dhariwal. The same unidentified person had also collected the share certificate on behalf of Basana Chaudhary (Folio number 024440 as mentioned in point iv below). - We understand that share certificate can either be dispatched to registered address or can be collected by shareholder himself and no share certificate can be given to unidentified person. The above observations of auditor also confirms that transfer is suspicious as the old share transfer form on the basis of which the transfer has been done is not on record and the share certificate were handed over to unidentified person and not to the transferee. Further less stamp duty has been paid and even then the shares have been transferred. This al ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. 24. 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. 25. 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. It is admittedly on record that the 3rd respondent was appointed as Registrar Transfer Agent of 1st Respondent on 1.3.2010 and his services were terminated on 11.6.2016 by 1st respondent. It is admitted by the 1st respondent that 3rd respondent has done the suspicious transaction and these suspicious transaction has take ..... X X X X Extracts X X X X X X X X Extracts X X X X
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