TMI Blog2022 (1) TMI 268X X X X Extracts X X X X X X X X Extracts X X X X ..... to notification SEBI (LODR) Regulations, 2015, as per this the applicants executed the indemnity bond which is also placed on record it shows that the applicants complied with the said regulations and handed over to the 2nd respondent on 27.03.2019 in their Chennai office. However the 2nd Respondent vide letter dated 02.04.2019 intimated to the 3rd and 4th Respondents for raising any objections relating to transfer within 14 days. It does not reflect any objections in the application - it is noted that the 2nd Respondent demanded share transfer stamp worth ₹ 12,375/- for effecting the transfer which is promptly sent on 04.09.2019 by hand delivery and further informed that there is no objection. Mail communication copy has been placed on record. It is further seen from the record that the 2nd respondent vide letter dated 18.01.2020 once again rejected the share transfer stating the same reason of non-submission of PAN card copy and Signature mismatch. Considering the fact that as per the applicants, records submitted it clearly shows that they have complied with all the procedures pertaining to the share transfer and also complied with sec. 58(4) of the Companies Act 2013. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion of the share transfer. 3. The Learned Counsel for the Applicants submitted that the 3rd and 4th Respondents didn't fulfill their promise of providing PAN card copies and attested signatures verified from the bank and therefore the applicants could not lodge the shares for effecting transfer in their names. As the old transfer form 7B was replaced by Transfer form SH-4 in year 2014, applicants contacted the 3rd and 4th respondents through their common friend in 2014 to provide new transfer form SH-4 and the same were provided in market lot of 100 again with assurance of providing the PAN card copy and other documents. Further with SEBI Transfer of securities held in physical mode - clarification in 2018 the applicants lodged the share transfer forms in SH-4 dated 29.11.2018 with the 2nd Respondent, the RTA agent of the 1st Respondent. 4. The Learned Counsel for the Applicants submitted that vide communication dated 12.12.2018 bearing CAM/KKL/TR-RETN/399/2018 with respect to folio nos. 817 and 855 the 2nd Respondent returned the share transfer deeds on two counts; (a) Pan copy of the transferor not submitted. (b) Material signature difference/non-availability o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... isement. An Undertaking cum indemnity bond executed by the applicant as required by the SEBI circular was hand delivered by the applicant to the 2nd Respondent on 27.03.2019 in their Chennai office. 8. The Learned Counsel for the Applicants submitted that thereafter vide letter dated 02.04.2019 bearing No. CAM:KKL: 1686:431-432, the 2nd Respondent wrote to the 3rd and 4th Respondents intimating the share transfer forms had been lodged for the transfer of shares in the 1st Respondent company by the applicants and calling for any objections. The letter also clearly stated that if no objection is received within 14 days from the date of the letter, 2nd Respondent would proceed with the transfer. 9. The Learned Counsel for the Applicants submitted that thereafter they had followed up with 2nd Respondent over phone and they informed the registration is under process. Thereafter the 2nd Respondent sought additional stamps from the applicants for effecting the transfer vide letter dated 04.09.2019, the applicants hand delivered a letter to the 2nd Respondent enclosing stamps for ₹ 12,375/- as requested by the 2nd Respondent for effecting the transfer. 10. The Learned Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sent application under Section 58(4) and 59 of Companies Act, 2013 for rectification in the Register of Members in the Register of the 1st Respondent Company. For the sake of convenience, Section 58 and 59 of the Companies Act, 2013 is extracted hereunder; 58. Refusal of registration and appeal against refusal.- (1) If a private company limited by shares refuses, whether in pursuance of any power of the company under its articles or otherwise, to register the transfer of, or the transmission by operation of law of the right to, any securities or interest of a member in the company, it shall within a period of thirty days from the date on which the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to the company, send notice of the refusal to the transferor and the transferee or to the person giving intimation of such transmission, as the case may be, giving reasons for such refusal: (2) Without prejudice to sub-section (1), the securities or other interest of any member in a public company shall be freely transferable: Provided that any contract or arrangement between two or more persons in respect of transfer of se ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... outside India, for rectification of the register. (2) The Tribunal may, after hearing the parties to the appeal under sub-section (1) by order, either dismiss the appeal or direct that the transfer or transmission shall be registered by the company within a period of ten days of the receipt of the order or direct rectification of the records of the depository or the register and in the latter case, direct the company to pay damages, if any, sustained by the party aggrieved. (3) The provisions of this section shall not restrict the right of a holder of securities, to transfer such securities and any person acquiring such securities shall be entitled to voting rights unless the voting rights have been suspended by an order of the Tribunal. (4) Where the transfer of securities is in contravention of any of the provisions of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Securities and Exchange Board of India Act, 1992 (15 of 1992) or this Act or any other law for the time being in force, the Tribunal may, on an application made by the depository, company, depository participant, the holder of the securities or the Securities and Exchange Board, direc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... espondent dated 29.11.2018 however it is placed on record. The 2nd respondent rejected the transfer citing the non-submission of PAN copies and mismatch of signatures of the 3rd and 4th Respondents. 19. Further, it is also pertinent to note here that the applicants by the SEBI Circular bearing no. SEBI/HO/MIRSD/DOS3/CIR/P/2018/139 dated 06.11.2018 which specifically deals with transfer deeds executed prior to notification SEBI (LODR) Regulations, 2015, as per this the applicants executed the indemnity bond which is also placed on record it shows that the applicants complied with the said regulations and handed over to the 2nd respondent on 27.03.2019 in their Chennai office. However the 2nd Respondent vide letter dated 02.04.2019 intimated to the 3rd and 4th Respondents for raising any objections relating to transfer within 14 days. It does not reflect any objections in the application. 20. Further, it is noted that the 2nd Respondent demanded share transfer stamp worth ₹ 12,375/- for effecting the transfer which is promptly sent on 04.09.2019 by hand delivery and further informed that there is no objection. Mail communication copy has been placed on record. It is furth ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f registered office of the listed entity is situated, giving notice of the proposed transfer and seeking objection, if any, to the same within a period of 30 days from the date of advertisement. A copy of the advertisement shall also be published on the company's website. 4. Transfer shall be effected only after the expiry of 30 days from the newspaper advertisement. The securities so transferred shall bear a stamp affixed by the company/RTA stating that these securities shall be under lock-in for a period of 6 months from the date of registration of transfer and should not be transferred/dematerialized during the said period. 5. Names of the transferor, transferee and no. of securities transferred under this procedure shall be disclosed on the company's website for a period of 6 months from the date of transfer. This information shall also be displayed on stock exchange website as a corporate announcement; 23. Further it is ordered that the 1st and 2nd Respondents herein to register the transfer of shares from the 3rd and 4th Respondents to the applicants herein under Folio No. 817 and 855 and issue fresh certificates of the 1st respondents in the name of the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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