TaxTMI 
TaxTMI 
2018 (10) TMI 712
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.... 3. The appellant was originally holding 1200 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 29.07.2011 and BSE Notice No.20120215-5 dated 15.2.2012 and thereby the shareholding of the petitioner, as per the Register of Members of the 1st respondent, as on 30th June, 2015, was 6000 equity shares. 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 Bangalore to Mangalore. 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 Transfer Agent appointed by 1st respondent) for issue of duplicate shares and for updat....
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....the basis of a transfer form, the shares were already transferred to Mr. G.K.Dhariwal. 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. G.K. Dhariwal, 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. G.K. Dhariwal. Therefore, Mr.G.K. Dh....
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....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 1st respondent and therefore, also, the Tribunal ought to have exercised the jurisdiction vested in it by directing the 1st respondent to issue duplicate share certificates and the impugned order is required to be quashed and set aside. 11. The appellant has stated that in the case of M/s Manah Tradelink Pvt Ltd wherein transfer of sha....
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.... the required documents were sent to the 2nd respondent and he also demanded bonus shares which were issued by the 1st respondent in July/August, 2016 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 other companies 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 instructions of SEBI to conduct special audit also confirmed that 3rd respondent has done suspicious transactions fraudulently without the knowledge/confirmation/consent of the appellant. The appellant argued that the Respondents instead of cooperating with the appellant, who is a shareholder, created hurdles and troubles in issuance of duplicat....
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....her during the course of arguments, the appellant drew our attention to Annexure-C, Page No.226 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 228 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. -As per the process, 0.25% of the consideration amount is required to be paid as stamp duty. In this case, the consideration amount mentioned was 118.6 lacs. The value of stamp duty applicable would be INR 29,650. However, the stamp duty paid was INR 19,750(395 stamp of INR.50 each). T....
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....dent argued that the issue of duplicate share certificate falls within purview of 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 also observe from the audit report conducted by the auditor, Ernst & Young, that the less stamp duty has been affixed on the share transfer form, as observed by Ernst & Young' s report, even then the shares have been transferred. This is very serious and also shows the susp....