AI OCR 
TaxTMI 
TaxTMI 
TaxTMI 
2018 (9) TMI 207
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....appellant was originally holding 1000 equity shares of Rs. 10/- each of the 1st respondent. Later on the shares were sub-divided by dividing one equity share of Rs. 10/- each to 5 equity shares of Rs. 2/- each by passing Board Resolution dated 29. 7. 2011 and BSE Notice No. 20120215-5 dated 15. 2. 2012and thereby the shareholding of the petitioner, as per the Register of Members of the 1st respondent as on 30th June, 2015, was 5000 equity shares (Page No. 81). 4. It is stated by the appellant that on and after 15. 2. 2012 the split shares were sent to the appellant by the 1st respondent through post but the same is returned back "undelivered" since the appellant address had changed from Anantapur to Hyderabad and, therefore, the 3rd respondent could not have transferred the shares to anyone. It is stated that the undelivered share certificate is already lying with 1st respondent, and hence it is not possible to transfer the alleged share certificate to anyone and/or 6th respondent by 3rd respondent (the then Transfer Agent of the 1st respondent). 5. The appellant came to know that his shares have been misplaced and, therefore, he sent a request to the 1st and 2nd Respondent (new ....
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....ransferred to Mr. Rajgopal BV. Therefore, the issue involved in this case is a disputed question of facts. Moreover, in this case, investigation by SEBI is also pending relating to certain suspicious share transactions that were undertaken by the third respondent and the transfer of shares of the petitioner is one such case. Therefore, pending investigation by SEBI also, it is not proper for this Tribunal to decide the issue. Further, the petitioner did not choose to disclose in the petition that he has already approached SEBI for issuance of duplicate shares and the matter is pending there. It amounts to suppression of material fact since the order, if any, passed may be or may not be in consonance with the order, if any, passed by this Tribunal in this proceeding. Therefore, it is a fit case where the petitioner can approach the civil court. Further, the petitioner did not choose to implead the transferee of shares by name, Mr. Rajgopal B. V. as a party to this petition. Any order of rectification of the register passed in this proceedings would have a direct effect on the interest of Mr. Rajgopal B. V. Therefore, Mr. Rajgopal B. V. is not only a proper party but also a necessary....
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....g share related operations including the appellant and also filed a police complaint against 3rd respondent and SEBI vide order dated 22. 3. 2016 restrained 3rd respondent and entities linked with it from buying, selling or dealing with the security market either directly or indirectly till further directions because dividends and shares belonging to rightful shareholders/investors were transferred to the persons related to the management of 3rd respondent on the basis of transfer deed which is without appellant signatures without original share certificate makes this a clear case to quash and set aside the impugned order and to restore the appellants name in the member register of 1st respondent. 10. The appellant submits that when the 1st respondent itself states unequivocally that there are apparent, illegal, suspicious transfers by the 3rd respondent and the 1st respondent sees such suspicious, without signature and that too without original share certificate and anomalies makes it clear that the 3rd respondent is hand in glove with the respondent Nos1 company and therefore, also, the Tribunal ought to have exercised the jurisdiction vested in it by directing the 1st responden....
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....s vide letter dated 12. 9. 2016 (Page 84). The appellant also intimated vide letter dated 28. 9. 2016 (Page 94) 1st and 2nd respondent for sending bonus shares at his new address which were announced by 1st respondent in July/August, 2016. 2nd respondent vide letter dated 5. 10. 2016 intimated the status of his shares and sought certain information. The appellant further argued that all the required documents were sent to the 2nd respondent and he also demanded bonus shares issued by the 1st respondent but the same were not provided by the 2nd respondent. 16. The appellant argued that that 1st respondent intimated that their former Registrar and Transfer Agent i. e. 3rd respondent had indulged into illegal activities of transferring and dealing of the shares of the 1st respondent and SEBI instituted suo motu proceedings against the 3rd respondent. 1st respondent also intimated that the shares belonging to the appellant were transferred to some other person and the said shares are in the list of "suspicious transfers" as made during the period of 3rd respondent. The appellant further argued that the independent auditor Ernst and Young, appointed by 1st respondent on the instruction....
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....firms that the transferor has signed before him in SH-4 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. 19. Further during the course of arguments, the appellant drew our attention to Annexure-C, Page No. 117 of appeal paper book which is letter dated 21. 6. 2016 of Ernst & Young, auditor appointed by the 1st respondent, addressed to 1st respondent on the Report of audit dealing of 3rd respondent. On Page 119 of the Appeal Paper Book, the auditor has given his findings and stated that the transfer is suspicious due to the following reasons: "-xxxx The old share transfer form based on which the transfer was executed was not available. We were verbally informed by Bharti Parikh that the old transfer form was available at the time of executing transfer. She said that, Indira had personally collected all original documents related to transfers done during the last four months in relation to Symphony for her review. Some documents were returned and in this case the old transfer form was not returned. -The original share certificate was collected by Hemal R Panchamia on behalf ....
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....Section 46 of the Act read with Rule 6 of the Companies (Share Capital and Debentures Rules, 2004. The learned counsel for 1st respondent has drawn our attention to Rule 6(2)(a) which reads as under: "the duplicate share certificate shall not be issued in lieu of those that are lost or destroyed, without the prior consent of the Board and without payment of such fees as the Board thinks fit not exceeding rupees fifty per certificate and on such reasonable terms, such as furnishing supporting evidence and indemnity and the payment of out of pocket expenses incurred by the Company in investigation the evidence produced. " On careful reading of this Section, we noted that this Section is meant for issuance of duplicate shares in respect of "lost" or "destroyed" certificates. But in the present case this is not so. 23. 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 donot appreciate and expect this type of attitude from 1st respondent. 24. After hearing both the parties at length, we have come to the conclusion ....