Tribunal orders transfer of shares to petitioner, criticizes fraudulent issuance

The Tribunal found that the shares were originally issued to the petitioner's father and ordered respondent No. 1 to transfer 3,100 equity shares to the petitioner. The petitioner is entitled to corporate benefits and dividends, with respondents liable under the Indemnity Bond for any claims arising from the transferred shares. Failure to comply within three weeks would result in bank interest on the due amount. The Tribunal deemed the refusal to transfer shares unjustified and criticized the issuance of duplicate shares to an imposter as fraudulent.

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Issues Involved:
1. Whether the impugned shares are issued in favor of the father of the petitioner (Rajesh Himmatlal Shah) by respondent No. 1-company.
2. Whether the petitioner furnished requisite documents for transmission of the schedule shares of the deceased father.
3. What is the effect of the succession certificate.
4. Whether the respondent followed the prescribed procedure in issuing duplicate shares to respondent No. 3.
5. Whether the respondents are justified in refusing the transfer of the shares of the father of the petitioner.
6. What relief the petitioner is entitled to.

Issue-wise Detailed Analysis:

1. Whether the impugned shares are issued in favor of the father of the petitioner (Rajesh Himmatlal Shah) by respondent No. 1-company:
The Tribunal found that the shares were indeed issued to the petitioner's father, Rajesh Himmatlal Shah. The petitioner provided substantial evidence, including PAN card, identity cards issued by Belgium authorities, birth certificate, and share certificates, proving that Rajesh Himmatlal Shah was the original shareholder. The death certificate confirmed that Rajesh Himmatlal Shah died on September 12, 2003, making it impossible for him to have transacted the shares in 2012.

2. Whether the petitioner furnished requisite documents for transmission of the schedule shares of the deceased father:
The petitioner furnished all necessary documents for the transmission of shares, including the succession certificate issued by the Bombay High Court, which was acted upon by several other companies. The Tribunal noted that the petitioner had submitted all required documents for the transmission of shares in accordance with the law.

3. What is the effect of the succession certificate:
The succession certificate issued by the Bombay High Court is conclusive and binding, as per Section 381 of the Indian Succession Act, 1925. The Tribunal emphasized that the respondents do not have the discretion to refuse compliance with the succession certificate. The certificate is a judgment in rem and cannot be questioned in this petition.

4. Whether the respondent followed the prescribed procedure in issuing duplicate shares to respondent No. 3:
The Tribunal found that respondents Nos. 1 and 2 failed to properly verify the bona fides of the third respondent, who impersonated the original shareholder. The issuance of duplicate shares was based on inadequate verification and improper documentation. The Tribunal criticized the respondents for their lack of due diligence and for contributing to the fraud.

5. Whether the respondents are justified in refusing the transfer of the shares of the father of the petitioner:
The Tribunal held that the respondents were not justified in refusing the transfer of shares to the petitioner. The refusal was based on the issuance of duplicate shares to an imposter, which was found to be fraudulent. The Tribunal noted that the petitioner cannot be made to suffer due to the respondents' failure to identify the true owner.

6. What relief the petitioner is entitled to:
The Tribunal directed respondent No. 1 to transfer 3,100 equity shares to the petitioner within two weeks. The petitioner is entitled to corporate benefits like dividends from January 16, 2016, one year prior to the filing of the petition. Respondents Nos. 1 and 2 are allowed to take legal action under the Indemnity Bond dated December 3, 2012, and are liable to compensate any claims arising from the trading of the transferred shares. The Tribunal ordered compliance within three weeks, failing which the respondents would be liable to pay bank interest on the due amount.

Conclusion:
The Tribunal concluded that the shares were originally issued to the petitioner's father, and the petitioner, as the legal heir, is entitled to the transmission of these shares. The respondents' refusal to transfer the shares was deemed unjustified, and the issuance of duplicate shares to an imposter was found to be fraudulent. The Tribunal ordered the transfer of shares to the petitioner and granted partial corporate benefits, while also allowing the respondents to seek indemnity as per the bond executed by the imposter.

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