TaxTMI 
TaxTMI 
2021 (6) TMI 209
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....purchase from the secondary market and deliver 600 shares of Indo National Limited to the 2nd Respondent after ascertaining that the 2nd Respondent is the legal heir of Late Mr. Sewratan Mundhra. (3) Such further order or orders and/or direction or directions as this Hon'ble Tribunal may deem fit and proper. 2. The Petitioner, it is stated is engaged in the business of a Registrar and Transfer Agent (RTA) and is registered as such with Securities and Exchange Board of India (SEBI) and one M/s. Indo National Limited appointed the Petitioner for demat connectivity from March 30, 2000; its shares having been listed in NSE and BSE. It is also further averred in the Petition that the Petitioner has been rendering these services (i.e.,) as Registrar and Share Transfer Agent Services for the last thirty years to more than 600 corporates including over 200 listed entities and that it is registered as a Category 1 Registrar and Transfer Agent ("RTA") with SEBI having permanent Registration No. INR000003753 and that it is providing its services across India. 3. In the year 2012, it is claimed in the Petition that the Petitioner was also appointed as a Share Transfer Agent by the Comp....
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....ndence, it is pointed out by the Petitioner, had been received from the said Mr. Sewratan Mundra seeking details about the procedure to get duplicate share certificate as well as dividend for the past years with a request to send the same to his new address, which stood recorded in the records of the Petitioner. Suffice it to say, for the purpose of the order, the Petitioner claims the said request was complied with intimating Mr. Sewratan Mundra the requirements for obtaining duplicate share certificates and records required to be enclosed therein and the amount to be paid to the Company for the purpose of effecting paper publication/newspaper notification. 8. Subsequent to the receipt of the communication from the Petitioner's end, the person who claimed to be Mr. Sewratan Mundra had lodged the documents for the purpose of persuading the Petitioner for issue of duplicate share certificates. Upon being forwarded, it also stood duly approved by the Board of the Company in its meeting held on December 17, 2014 and also in compliance with the procedure as laid down by SEBI as well as other prevalent Regulations. 9. The Petitioner, it is claimed had despatched duplicate share ce....
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.... to be disclosed by the Petitioner to the 2nd Respondent when enquiries were made for transmission, the 2nd Respondent seems to have approached SEBI with a complaint, which had made the said Authority viz., SEBI initially to pass an ex parte ad interim order on 18.10.2019 and subsequently confirming the said order passed by it on 07.11.2019 after giving an opportunity to the Petitioner to file its preliminary submissions as well as further submissions. The confirmatory order is claimed to have been passed by the Petitioner on November 7, 2019, against which it is stated by the Petitioner that an appeal was preferred before the Hon'ble Securities Appellate Tribunal (SAT) and after hearing the parties has passed an order on 26.11.2019, from which it is seen as extracted in the Petition itself of Paragraph Nos. 13 and 19 reads as follows:- ***** "13. Having heard the learned counsel for the parties and having perused the ex parte ad interim order and the confirmatory order we find that except in the case of the complainant where there is a prima facie case of a person impersonating the grandfather of the complainant all other discrepancies either relate to mismatching of photo....
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....r, considering the complainant statement that his grandfather had expired in 1975 and his possession of original share certificate, it was observed that the claimant of the duplicate share certificates may be a person impersonating as his grandfather". The findings recorded against the RTA, in the order, are based on the prima facie examination of facts and prima facie violation of law." 17. The Petitioner claims that since as per the findings of SEBI, the transfer of 600 shares is wrong and illegal and that the Petitioner had been advised to take steps for rectification of register of members of the Company viz., M/s. Indo National Limited with respect to the wrong transfer of 600 shares. In the circumstances, this Petition has been filed based on the directions of the Hon'ble SAT as extracted in paragraph supra Nos. 13 and 19. 18. On filing this Petition before this Tribunal, it is seen that the Registry of this Tribunal has raised a query about the maintainability of the Petition taking into consideration the provision of Section 59(4) of the Companies Act, 2013 which reads as under:- "59. Rectification of register of members.-- (1)............. (2)............... ....
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....ties itself as provided in the Act under which the order was passed and this Tribunal cannot redress the grievance in relation to the order or in terms of the said order. Further from a perusal of the order passed by SEBI, it is evident that the Petitioner had failed to carry out minimum due diligence exercise taking into consideration the glaring inconsistencies in the 'Certificates' purported to be issued by Police Station regarding filing of complaint with respect to loss of share certificate, submitted by the claimants from which the same could have been identified. Thus a finding of failure to exercise due diligence on the part of the Petitioner by SEBI cannot lead the Petitioner to approach this Tribunal as a panacea under Section 59 of the Companies Act, 2013 claiming to be 'an aggrieved person' under Section 59(1) of the Companies Act, 2013. In this connection, Paragraph 12 of ex parte-ad-Interim Order dated 18.10.2019 which subsequently stood confirmed vide order dated 07.11.2019 of SEBI reads as follows:- "12. The present order has been passed under disciplinary proceedings against the RTA for the failure to exercise the diligence which is in violation o....