TMI Blog2020 (5) TMI 100X X X X Extracts X X X X X X X X Extracts X X X X ..... ificate till date. Therefore, the Tribunal can direct the first respondent to register the transfer of shares in favour of the petitioner provided the petitioner to furnish indemnity for the amount to be fixed by the first respondent. The company refused to register the transfer on the ground that signature of the transferor differs where under also the original transferor was also directed to file objections and if no objections are filed, the company advised the transferee to execute requisite indemnity bond for effecting the transfer in its name. Since the original transferor has not raised any objection, the Company Law Tribunal directed to register the shares in the name of purchaser. Thus, when transferor has not raised any objecti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ner's father being ignorant of the procedure, kept the shares with him as is where basis. The petitioner later approached respondent No. 1/company registrar and respondent No. 2/transfer agent of company requesting for transfer of physical shares into the petitioner's name along with original transfer form and physical share certificates in February, 2015. (3) It is the case of the petitioner that respondent No. 1 returned the original transfer form and original shares stating the shares as bad delivery on account of signature of transferor mismatch and directed the petitioner to relodge the shares with transferor attestation, transferor bank attestation on saving bank account, transferor PAN, address proof of respondent No. 3/ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 956 read with section 56 of the Companies Act, 2013 which deals with transfer of shares not to be registered except on production of instrument of transfer. The requirement is that the transferee should have presented the documents for share transfer duly stamped within sixty days from the date of execution and accompanied by proper instrument of transfer. (4) Upon verification of share transfer instrument and accompanying documents which were filed after 20 years, there is a signature mismatch. In the absence of proper documents, the petitioner has no right to claim for register of shares. Hence, urged this Tribunal to dismiss the petition. 4. Respondent No. 2 filed adoption memo dated July 8, 2019 adopting the reply/counter filed by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... petitioner and counsels for respondents Nos. 1 and 2. 7. On the directions of the Tribunal, notices were issued to the original holders of share certificate, namely, Monal Goyal and Deepak Goyal. The notices were returned unserved. 8. Counsel for the petitioner would contend that the father of the petitioner by name Shri R. Muralidhar, purchased the shares but however he could not get the shares transferred in his name due to ignorance. There-after, the petitioner who is the son of Shri R. Muralidhar filed the transfer deed along with share certificate with respondents Nos. 1 and 2 for transfer of shares in his name. 9. Counsel contended the first respondent returned the share certificate and the share transfer deed on the ground t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f shares in his favour by submitting the transfer deed as well the original share certificate. The main objection of the first respondent who is authorised agent of the second respondent-company, M/s. Heritage Foods (India) Ltd., that signature of the transferors is mismatched. The petitioner is not able to contact the original transferors and they are not residing in the address available as per the share certificate. 14. It is very interesting to note nobody lodged any complaint with respondents Nos. 1 and 2 for loss of original share certificate. In other words, the transferors have not lodged any complaint either with respondent No. 1 or respondent No. 2 about loss of share certificate. It goes to establish that there was transfer of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the holder did not match with the specimen and the validity period of the transfer deed had expired . The petitioner was requesting the transferor to execute a fresh transfer deed but the transferor was not responding. Therefore, the petitioner filed petition before the Company Law Board. 17. The Company Law Board held since transferor has not shown any interest in spite of notices, the company was directed to register the impugned shares in favour of the petitioner on the authority of the order. Similar is the case here also where notice is sent to the original transferor/shareholders, Mona Goel and Deepk Goel but notices could not be served and further no complaint was lodged regarding theft/loss of share certificate till date. There ..... X X X X Extracts X X X X X X X X Extracts X X X X
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