Tribunal Orders Share Transfer, Register Rectification, and Dividend Payment

The Tribunal ordered the 1st and 2nd Respondents to register the transfer of shares, rectify the register of members, and pay dividends to the applicants. Compliance with the SEBI circular was mandated to facilitate the share transfer process.

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Issues Involved:
1. Registration of share transfer
2. Rectification of register of members
3. Payment of dividends on transferred shares
4. Compliance with SEBI circular SEBI/HO/MIRSD/DOS3/CIR/P/2018/139

Detailed Analysis:

1. Registration of Share Transfer:
The applicants sought an order directing the 1st and 2nd Respondents to register the transfer of shares from the 3rd and 4th Respondents to the applicants under Folio nos. 817 and 855. The shares were purchased in 2012, and the transfer deeds were signed by the 3rd and 4th Respondents. However, the transfer was delayed due to the non-submission of PAN card copies and signature mismatches. The applicants complied with the SEBI circular dated 06.11.2018, which allows for the transfer of shares despite such issues, by providing an indemnity bond and other required documents. Despite this, the 2nd Respondent rejected the transfer multiple times citing the same reasons. The Tribunal found that the applicants had complied with all necessary procedures and ordered the 1st and 2nd Respondents to register the share transfer and issue fresh share certificates in the applicants' names.

2. Rectification of Register of Members:
The applicants requested the rectification of the register of members to include their names. The Tribunal noted that the application was filed within the limitation period under Section 58(4) of the Companies Act, 2013. The Tribunal ordered the rectification of the register of members of the 1st Respondent company by removing the names of the transferors and entering the names of the transferees.

3. Payment of Dividends on Transferred Shares:
The applicants sought the payment of dividends on the transferred shares from the year 2012 till date. The Tribunal directed the 1st Respondent to pay the applicable dividends to the applicants after complying with the SEBI notification SEBI/HO/MIRSD/DOS3/CIR/P/2018/139.

4. Compliance with SEBI Circular SEBI/HO/MIRSD/DOS3/CIR/P/2018/139:
The Tribunal emphasized the need for compliance with the SEBI circular, which provides a procedure for the registration of share transfers in cases of non-cooperation by the transferor. The circular requires the collection of additional documents from the transferee, publication of an advertisement seeking objections, and a lock-in period for the transferred shares. The Tribunal ordered the 1st and 2nd Respondents to adhere to this procedure and complete the share transfer process.

Conclusion:
The Tribunal allowed the company application, directing the 1st and 2nd Respondents to register the share transfer, rectify the register of members, and pay dividends to the applicants. The Tribunal also mandated compliance with the SEBI circular to ensure the proper transfer of shares.

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