BEFORE THE COMPANY LAW BOARD, NEW DELHI BENCH.

NEW DELHI
cA NO.10/2014
IN
cP NO.11/111/2013
PRESENT: SHRI DHAN RN
HON'BLE MEMBER
IN THE MATTER OF SECTION 111A OF THE COMPANIES ACT, 1956
AND
IN THE MATTER OF:
Shri Sanray Mukim,
R/0 D-109, lll Floor,
Vivek Vihar, Phase-l,
Delhi-110095
M/s.Nalwa Son5 Investments Ltd.
ThrouBh its Company secretary,
O.P.Jindal Mar& Hlssar-L25005
M/s. Jindal Stainless Limited
Through its Company secretary,
O.P,Jindal Marg, Hissar-125005
M/s..lindal Steel and Power Limited
Through its Company Secretary,
O.P.lindal Marg, Hissar-125005
M/s.Abhipra Capital Limited
Ground Floor, Abhipra Comple&
Dilkhush Industrial Area,
4-387, G.T. Karnal Road, Azadpur,
Delhi110033
M/s.Alankit Assignments Limited
Alankit House,
2E/21, lhandewalan Extension,
New Delhi-110055
...... Petitioner
...... Respondent -1
...... Respondent
-2
...,.. Respondent
-3
-*Respondent-4
v5.
1.
2.
3.
4.
ffi
6. Mr.Keshav Sunder Patkar,
6, Godavari, First Floor,
sector-3,
vashi,
Navi Mumbai-400703
7. M/s.B K J Securities Limited
215, DelhiChambers,
Delhi Gate,
New Delhi-110002
PRESENT ON BEHALF OF THE PARTIES:
........Respondent-6
.......Respondent-7
1. Shri Saniay Mukim, Petitioner
in person
2. Shri P.K.Mittal, Advocate for Petitioner
ORDER
(Date for final Hearing: 30 5 2014)
ln this case, the Petitioner
filed the Petition under Section 111A of the
Corprni",
na with the
prayer that 72 shares
of Respondent
No 1 Company'
1350
shares of Respondent No.2 company and 10800 shares of Respondent
No 3 company
betransferredinthenameofthePetitionerandtheRespondentsNo.l,2,34and5be
directed to rectify the register of members and name of the Petitioner be recorded
in
ii" *"t,*,
"t
tvtemberiof
Respondent Nos 1, 2 and 3 in place of Respondent
No 6
i"*J"i*On
all corporate benefits including dividend'
As stated in the said Petition'
the Petitioner
purchased 450 shares of Rs 10/- each of Jindal Strips Limited
(Now known
as Nalwa Sons Investments
Limited) vide Share Certificates
Number 211007-8' 34882'
14065, 53601 bearing distinctive
numbers 19057779-792A'
5542607-2700'
3108301-
8400 and 6919657-9756
held bY Respondent
No 6 under Folio Number 904046 from
*"ip""a"" No.7. The
purchase bill dated 26 06 1995 was received from Respondent
rlo.l
"na
tt'e cash
pavment of Rs.50,580/.
(Rupees Fifty Thousand
five Hl|ndred and
tlgf,tv onfv) to, tn" ,ubject shares was made and receipt dated 26 6 1995 was obtained
from ResPondent
No.7.
1.1 After hearing the matter, the Order dated 31'3 2014 was
passed and it was
..L*t'."ut
rn"i ,.i-led in the said order that during the course of legal proceedings' all
ii" i"rpona"n*
t"re issued notices
fof appearance
on 26 8 2013 Again' notices were
[r""Ji."rr
aft" Respondents
for their reply on 23 10 2013 and the said notices were
served-
once again, another
notice was i"'ea to
"lt
the Respondents
for their reply
;i;;;"t
;;"" aip"ur"d on behalf of the Respondents
on 27 11 2013
-Threfore'
the
,igfti
"i,ft"
Respondents
to file the replv was closed
vide Order dated 27:11
2013 and
the matter was listed lor argumenls on 20 1'2014 Again' suitable notice was sent to all
the Respondents
on 3 1.2014 along wrth the Order dated 27 11 2013 On 20 1 2014' the
Petitioner
completed
his argumenrs
and the last opportunry
:1:.,tt"ti.:l^::
n".oona"nt,
to
"rgr"lhgJnatter
on 29 1 2014 Despite
proper notice bythe Petitioner'
6,
r
-
N--'.
/,ri.'qwl*\ __.-rY,,""
14
'
t"\
li ,:
11
(x.!,/
< i
t:.i,\,
::-
'
j",;
none appeared from the side of the
right ofthe Respondents to argue the
3
Respondents on 29.1.2014 as well and hence. the
matter was closed.
2. Presently, the Petitioner has filed the instant CA No.10/2014 with the prayer to
recall and review the aforesaid Order dated 31.3.2014 bV allowing the present Petition
with accrued corporate benefits. Precisely speaking, the Company Application has been
filed under Regulation 44 & 27 of the Company Law Board Regulations stating therein
that as per Order dated 31.3.2014, the Petitioner is required to file Civil Suit against the
Respondent No.6 and other Respondents for determination of his title to the shares.
However, in terms of Section U1
(7)
of the Companies Act, 1955, this Hon'ble Court i5
fully entitled to decide any question relating to the title of any shares. Hence, if on being
satisfied that the Petitioner is the bonafide title holder, this Court mav direct
rectiflcation of Register of Members and also, order his name to be entered in the
Register of Members. Further, it has been submitted that by virtue of Section 111(7) of
the Companies Act, 1956, once the Petition lles before the Hon'ble Company Law Board,
the
jurisdiction
of the Civil Court impliedly barred as has been held in the case of
National lnsurance Comoanv Limited vs, Glaxo lndia Limited- Manu/1087/1999 wherein
the Hon'ble Mumbai High Court has held as under:-
"lt is now, therefore, clear from the
judgment
of the Apex Court in M/s. A S Corporation
(P) Ltd., the Apex Court has held that in so far as the matter of .ectification are
concerned, it is the Company Court alone which would have
jurisdiction."
2.7 The Petitioner Advocate has further stated that in respect of matters falling
under Sections 111 and 1114 of the Companies Ad, 1956, this Hon'ble Board has the
jurisdiction,
however this Board's
jurisdidion
is summary in nature and it could well go
into and adjudicate upon entitiement of shares as provided in sub-section 7 of Section
111 ofthe Act. In addition, it has also been mentioned that it is well settled principle of
law that if a Petition is required to be tried under a particular law by a designated Court
(in the present case Company Law Board), the
jurisdiction
of the Civil Court is barred by
virtue of Section 9 of CPC. As a matter of fact, the Respondent No.6 has already sold his
shares as late as 1995 and the Petitioner has acquired the title in the said shares upon
payment of consideration as required under Section 25 of the Contract Act. Further, it
has been contended that the Petitioner has fully complied with the requirement of
Section 108 of the Companies Act, 1956 and once the Petitioner is holding the Share
Certificates, Share Transfer Deed and has produced the proof of payment of
consideration and has also produced the photocopy ofthe passport of Respondent No.6
in which the signature of the Respondent No.6 are appearing, there is no need to
approach the Respondent No.6 for obtaining the fresh Share Transfer Deed. Therefore,
once it is established that the Petitioner/purchaser of shares has acquired the right, title
and interest in the shares upon payment of consideration, this Hon'ble Coun has to
determjne as to whether any right, title and interest is left in the hands of the
Seller/Respondent. On the other hand, the Respondent/Seller of shares had been
repeatedly served with copy of Petition and the Orders
passed
bv this Hon'ble Court
L
from time to time but R-6 has neither controverted the fact of sale of shares nor
negated the right of the Petitioner to have his name entered in the Register of
Members. In his suppon, the Petitioner Advocate has cited the following case laws:-
{a)
The Hon'ble supreme Court in the case of Smt.Claud-Lila Vs. Sakal Papers
(P)
Ltd. has held that ordinarily, the CLB shall have
jurisdiction
to try and decide the issue
oftitle to the shares and has observed as underi
"That the Cou.t exercising
jurisdiction
under Section 155 of the Companies Act was
competent to entertain the applications filed by the appellants cannot be disputed. The
only question is whether the discretion to do so was properly exercised. Despite the
Respondents' submissions to the contrary, we do not consider this case a5 an
appropriate one to decide whether this Court's decision in Ammonia Supplies
Corporation
(supra) was correct in so far as it has held that the
jurisdiction
to grant relief
provided
under Section 155 was exclusive. lt may be noted that the view has been
reiterated by a larger Bench of Canara Bank V._Nuclear Power Corporation of India Ltd.
and Ors.
[1995]
25CR 482. 8ut, assumingthat the decision is wrong and that
jurisdiction
of the Company Court under 5.155 of the Companies Ad and the Civil Court under
Sectionl9 of the Code of Civil Procedure is concurrent, therc is no reason for us to refuse
to entertain the application under Section 155 of the Companies Act. The questions
raised in the Petition for rectification were determined on the basis of the material
available both by the Single and the Division Bench. Neither of thd Courts were of the
view that the materials were inadequate or that the disputes were such which could not
be resolved under Sedion 155. Apart from any other circumstance, the fact that the
matter has been awaitin8 disposal by the courts at the different levels for almost 18
years would render it grossly inequitable and be an improper exercise of
judicial
discretion if we were to turn the appellants away at this stage to pursue an alternative
remedy (if any) available under the general law. The preliminary objection raised by the
Respondents is accordingly rejected."
(b) The Hon'ble Company Law Board in the case of Altina Securities Pw. Ltd. Vs'
Satyam Computer Services Ltd. (2007) 135 Co. Cases 4&) CLB has held as under:-
"Considering the facts that the second Respondent neither filed any reply nor opposed
the Petition despite liberty accorded by this Hon'ble Bench, when the Second
Respondent failed to respond to any of the communications of the Company on the
claim of the Petitioner and that there are no claims in respect of the impugned shares, it
would be appropriate that the shares are registered in the name of the Petitioner."
(c) The Hon'ble Delhi High Coun in the case of vlshnu Manglani Vs. Reliance
Industries Limited
-
Manu/DE/3394/2010 has held as under:-
"The Court has also taken note of the
Court in Ammonia Supplies Colrporation
I
I'l
sv
jud8ments
delivered by the Hon'ble Supreme
(P)
Ltd. Vs. Modern Plastics Containers Pvt. Ltd.
Manu/5c/0585/1998: AIR 1998 SC 3153 where also it has been held that the court
referred to under Section 155 read with Section 2(11) and Section 10 of the Companies
Act, it is the Company Court alone which has exclusive
jurisdiction.
And the
jurisdiction
of the Court under Section 155 to the extent it has exclusive, the
jurisdiction
of Civil
Coun is impliedly barred,"
2.2 The Petitioner Advocate has also mentigned that the observation ofthis Hon'ble
Court that the Respondent No.6 may have obtained the duplicate share certificates with
all accrued benefits from the Respondent Nos. 1to 3 companies is neither borne out
from the
judicial
record as neither it is a case of Respondent No.5 nor that of
Respondent Nos. 1 to 5 that the Respondent 6 had been issued duplicate share
certificates along with all the benefits accruing/arising out of the o.iBinal shareholding.
However, it has been brought on record by the Petitioner Advocate that the Respondent
No.4 who is the share transfer agent of Respondents No.1 and 2 vide his letter dated
25.5.2013 has impliedly confirmed that the duplicate share certificates had not been
issued to the Respondent No.5 and the Original Share Certificates (in respect of accrued
benefits) are held by them and this letter has been completely ignored and lost sight by
this Hon'ble Bench. In addition, it has been submitted that this Hon'ble Court has
observed in the event of non-transfer of shares, the Petitioner should approach the
share broker with the claim of bad delivery. In this regard, it has been Stated that this
observation runs contrary to the object and scope of section 111 and 111A of the
Companies Act, 1955 which empower this Hon'ble Court to determine the right, title
and interest of the shares. Moreover, the Petitione. could not have lodged his claim
with the Stock Exchange on the ground of bad delivery in view of the fact that the
clause No.99 of Regulation 13.1.3-Misc. of NSC
{National
securities Clearing Corporation
Limited) Circular No.0407 dated 10.9.2009 provides that the claim can be made within a
period of one
year whereas the Petitioner had purchased the shares in the year 1995
The Petitioner has supported his prayer in the present Company Application by
citing the
judgment
in the case of Sunitadevi Singhania Hospital Trust and Anr. Vs.
Union of lndia
(UOt)
and Anr., wherein the Supreme Court has observed as under:-
"20. While the
judBes'
records are considered to be final, it is now a trite law that when
certain questions are raised before the Court of Law or Tribunal but not considered by
it, and when it is brought to its notice, it is the only appropriate authority to consider
the question as to whether the said contentions are correct or not,"
Further, it the case of c.P.Aquaculture
(lndia) Ltd. Vs. President, CESTAT
wherein the High court of Madras has given observations as under:-
"24. Whereas, the law laid down by the Supreme Court and other HiSh Coun
in the authorities cited on the side of the Respondents is that the tribunal has power of
rectification of rnistake and inherent power of review in the interest of the principles of
natural
iustice
and necessary to discharge hls function effectively for the purpose of
doing
justice
between the parties, the Tribunal has every
jurisdiction apart from
statutory
jurisdiction to correct any error committed by itself either to give effect to or
in relation to its matter or to prevent abuse of process or to secure the ends of
justice
and the Tribunals are under legal obligation to pass speaking and well reasoned order to
ensure that the decision is reached according to law and not the result ofcaprice whims
or fancies or reached on the
ground of policy or expediency and any formal expression
of its decision to allow the appeal in the open court without dictating any reasoned
order cannot be said to be its reasoned order and delay in pronouncement after
conclusion ot hearing is to be necessarily avoided etc.,
25. This Court is ofthe view that the legal observation of the Supreme Court and the
Division Bench of other High Courts cited on both sides to the effect that the tribunal
has apan from statutory
jurisdiction inherent
power of review to correct the error
committed by itself, and there shall not be any inordinate and unexpected delay for
delivering the order after concluding the hearings cannot at all be disputed but the
views ex;ressed by Special Bench CEGAT, New Delhi reported in
!1AN1r!E1q194./1999
1990
(47)
E.L.T. 4O4
{cited
supra); MANU/CE/0319/1993:
1996 (83) E.L-T 192
(cited
supra); and
!!lll!!llgg93z8l399e
1993(68) E.l.T.918
(cited supra) cited on the side of
the ResDondents to the effect that the formal expression of the decision not followed by
detailed order giving reasons is not an order, are not applicable herein for the simple
reason that those observations are made much before the insertion of Rule 26 which
provides for pronouncing
Sist
of decision and detailed orderon different dates andfor
the reason that the issue involved are different. While in other cases, the tribunal was
aporoached where the
gist of decision was not followed by detailed order wherein the
issue involved herein is as to whether the matter can be reopened after fist of decision
is pronounced."
Further, in the case of v'T'Somasundaram
vs. Income Tax Officer wherein the High
Court of Madras has held as under:-
"lt is no doubt true that a Judicial Tribunal can recall and quasi its only order in
exceptionalcaseswhenitisshownthatitwasobtainedbyfra0dorbypaIpab|emistake
or was made either in matter of ignorance of a statutory
provision and the like and for
the aDolication of that rule the class of the Tribunal is not a material matter but what is
of substance and materiaI i5 the nature ofthe
proceedings before it, if a proceeding is in
the nature of
judicial proceedings, then irrespective of the class of the Tribunal the rule
applies. This has been laid down by the Punjab High court as far as back as in the
year
1960 in the case of MangatRam Kwhiala v. CIT MANUfiN/0228/1960: [1960]
38 ITR 1
lMadl."
empowers this Hon'ble
goard
to decide any question
relating to the title to the shares.
However, at the same time, where there are compricated issues as to the tiue to the
shares are invorved, the matter may be reft for adjudication after the detaired triar by
the Civil Court. The
petitioner
Advocate
has also contended that in respect of the
matters falling under Secfions 111 and 1114 of the Companies Act, 1956, ihis Board,s
jurisdiction
is summary in nature and it could well go into and adjudicare upon
entitlement of shares as provided
in sub-section 7 of section 111 of the ;ct. Therefore,
this Eoard is fully empowered to adjudicate upon the entitrement of shares in aI those
cases wherein the entitlement can be decided on the basis of summary trial.
3.1 In the instant case, the Company
petition
No.11/111/2013
was filed and it was
submitted that the
petitioner
purchased
450 shares of Rs.to/- e".h oiiino"t strip,
Limited (Now
known as Nalwa Sons lnvestments Limited) vide Share Certificates
Number 211007-8, 34882, 14066, 53601 bearing distin*ive numbers
7g}5777g_7g28,
654260f-27O0, 3108301-8400
and 6919657_9756
held by Respondent
No.6 under Folio
Number 904046 from Respondent No.7 and the cash payment
of Rs.5g580/_ (Rupees
Fifty Thousand Five Hundred Eighty only) for the subject shares *as rnai" anA ,"celpt
dated 26.6.1995 was obtained from Respondent
No.7. Furthe,
under
para
3 ot,brief
facts of the Petition,, it has been clearly mentioned that the s;bject share certificates
were lodged for transfer by the
petitioner
in August, 2O1O and the same was relectecl
for transfer due to mismatch of the signature of Respondent No.O. However, due to
renovation and shifting of home of
petitioner,
the subject share certificates were
misplaced at home. By that time, the transfer deed
"tt"ah"d
,r"ith
the subject share
certificates had expired since they were more than one year
old, the
petationer
approached Registrar of companies,
Ncr of Derhi and Haryana foi revarioation
of
transfer deeds under Section 108(1_D).
As the revalidation
was granteO
to the
Petitioner and the
petitioner
lodged sr.rch revalidated
transfer deeds along with the
subject share certificates
with Respondent
No.2 under letter dated 29.5.2013'. ngain, as
stated under
para
4 of the Company
petition,
the Respondent
No.4 rejected the transfer
of shares vide its letter dated 25.6.2013 due to mismatch of signature oi nu.ponU"nt
No.5.- However, the
petjtioner
is aggrieved that the Respon;ent
No.4 is retusing
transfer of the subject shares in favour
of the
petitioner
even when the copy of the
passport
had been produced
before them as proof
of signature of registered hotder, the
Respondent No.5. ln fact, the Registrar should have proceedea
withiransfer
iy senoing
a notice of lodgment,
to the transferor
as is normal practice.
3.2 L,nder the aforesaid facts and circumstances, it is clear that pursuant
to the
scheme of arrangement
approved by the Hon'bre High court of Derhi, th" ,i"r"r,oto"r,
of the Jindal Strips Limited whose nam
the Record Date or lees
'"",;
il;; ff T;T::'i:::,Ti,:iJiiil:Tfll;il:
Ltd., Jindal steel &
power
Ljmited and Jindal stainless Limited. But, in ii"-p1"..n. ."r",
pending
registration
of transfer of shares in favour of the
petitione;
fo; n;;_;;bmission
oftransfer deed along with the share certificates
with erstwhile Li"a.iiarip,
Li.,a"a .na
subsequently,
due to mismatch of-airnr*..rre
^f
Ra<h^hn--l
of Respondent
No.6 in the year
2O1O &
l >\ r\t
\'
-.
(iJ:v
{r*
i'.
'V*
at
2013, Respondent No.6 continued to be the registered shareholder in the Register of
Members and hence, Respondent No.6, as per record of the company was entitled to
get shares in lieu of his shareholding in the aforesaid Jindal Strips Limited. This position
is substantiated by the averment in the Petition that the Petitioner initially lodged
transfer deed and share certificates with Respondent No 1 Company in August 2010 and
thereafter in May 2013 and the registration ofthe transfer of shares was refused by the
Respondent No.1 Company on account of mismatch of the siSnature of the transferor,
Respondent No,6 and the letter dated 25.6.2013 was annexed to the Petition at the
same time, Respondent No.6 could also not surrender original thare certificates to the
erstwhile lindal Strips Ltd. as the same were in possession ofthe Petitioner and thereby,
the share certificates in lieu of the shareholding of 450 shares of the erstwhile Jindal
Strips Ltd. could not be obtained bV Respondent No.6 as well as the Petitioner' The
Derusal ofthe said letter dated 25.6.2013 reveals that the 5 transfer deeds along with 5
share certificates were returned as the dates differ substantially and mismatch in
signature and the same had also already informed to the Petitioner vide letter dated
17.8.2010. lt has also been mentioned in the said letter that Petitioner will not acquire
anv title to the shares or entitlement to dividend/right/bonus
etc. in resped of
impugned shares till the transfer deed accompanied by the relevant share certificates
duly rectified are re-lodged and on receipt of the same, the Respondent Company would
look into the matter. Thus, the substance of this letter dated 25.6 2013 relates to the
reasons for rejection of trans{er of shares and the procedural requirement to remove
the deficiencies. The contention of the Petitioner Advocate that the said letter
indirectlv implies that no duplicate shares were stated to have been issued in favour ot
the Petitioner, does not appear convincing. However, the reading ofthe entire letter
does not indicate that the benefits consequent upon the demerger and splitting of value
of shares have been stopped by the Respondent No.1 Company in favour of the
Petitioner.
3.3 From the Company Petition and letter dated 25 6 2013, it is inferred that after
the oavment of shares in cash to the tune of R5.50,580/- in 1995, the lodgment of share
transfer deed along with share certificates was first done in 2010 and thereafter' in 2013
after a lon8 delay. In addition, there was also no presence of Respondents
before the
Bench and no reply/arguments have also been furnished' Therefore, there was
reasonable apprehension that the Respondent No 5 might have played some mischief
by obtaining duplicate share certificates and the Respondent Company
would have
given the benefit of demerger and other accrued benefits based on such duplicate
iertificates resulting in creation of interest of other
party/panies. However, it is also
correct that the Petitioner was in possession of the original share certificates along with
money receipt for
payment of consideration and copy of passport of Respondent No 6
carrying his siSnature. The passpon is a recognized document as to the particulars
mentio;ed therein as well as signature though the validity thereof has expired' In this
regard, the Petitioner Advocate has orally ar8ued that to his knowledge' no duplicate
shares have vet been issued by the Respondent No 1 Company to Respondent
No 6 and
the Order dated 31.3.2014
passed by this Hon'ble
therefore, it has been stated
!
m
Board, the apprehension
of issue
of dupricate share certificates
in favour
of Re5ponoenr
No.6
{original
owner) was wrongly
drawn. Consequently,
the
petitioner
Advocate has
pleaded
that the said Order dated 31.3.2014
can be recalled/reviewed
bv this Hon,ble
Board and cited
the
judgments
in the case of Smt.Claude-Lila
Vs. Sakal
papers
(p)
Ltd.,
Altlna Securities
At. Ltd, Vs. Satyam Computer
Services Ltd. (2OO?)
135 C;.
Cases 4G4)
cLB and Vishnu Manglaniv5.
Retiance
Industries Limited
_
Man ulDEl3tg4lzltf'.
3.4 As stated
supra, in the absence ofthe reply/arguments
from the ResDondents,
the apprehension
was drawn that the original shareholder,
the Respondent
No.6 might
have got
duplicate
share certificates
and other accrued benefits based on such dupricate
share certificates.
However, the said apprehension
appears to be wrong
on account of
the arguments
of the
petitioner
that no duplicate share certificate5
have
vet been issued
by the Respondent
No.t Company
to Respondent
No.6. In this context; the
petitioner
Advocate
has also filed affidavit
stating therein that Respondents
No.1
and 2 have
appointed Link rntime India
pvt.
Ltd. as their registrar
and transfer
agents and the said
M/s. Link Intime India
pvt.
Ltd. has communicated
vide letter dated 24.5.2014
to the
Petitioner
that atainst 450 shares
havjng cenificate
No.211OO7_211008,
34882, 14066
and 53601,
duplicate share certificates
have not been issued
and consequent
upon rne
demerget the new share certificates
in the Respondent
CompanV have not been tssued
since the share certificates
have not been surrendered.
In view of this position,
the
aforesaid
apprehension
drawn in the absence
ofthe ratest submissions,
arguments
and
papers
appears
to be wrong. Therefore,
I rely on the
judgment
in
the case of
V.T.Somasundaram
Vs. Income
Tax Officer wherein
the High Co;rt of Madras has held
that "it
is no doubt true that a ludicial Tribunal
can recall and quasi
its only oroer In
exceptional
cases
when it is shown that it was obtained by fraud or by
palpable
mistake
or was
made either in matter of ignorance
of a statutory provision
and the like. In the
instant case, Order dated 37.3.20L4,
was passed
mainly
on the ground
of the aforesaid
apprehension
of issue of duplicate
share
certificates which wai not correct in view of
the submissions/arguments/papers
in the present
company
petition-
Therefore,
the
matter has been re-looked and it is observed that the
petitioner
obtained photocopy
of
passport
of original shareholder,
Respondent
No.6 and furnished
the same
to the
Respondent
No.1
Company in support
of the signature
of Respondent
No.6 on the
transfer
deeds. Moreover, as the original
share certificates
are in the custody ofthe
Petitioner
and no duplicate
share certificates
have been issued by the Respondent
No.1
Company and also
that no new
share certificates
on account
oi d"."rg".
have Deen
assued, lt indicates
that the Respondent
No.6 is not carrying
any inter;st
in the 450
shares
of Respondent
No.1 company
and accrued benefits
thereon.
on the other hand,
the Petitioner has in his possession
the original
share certificates
and share
transter
deeds duly signed
and stamped,
money receipt
for having paid
the consideratron
and
copy
of Passport
of Respondent
No.6
and aI these papers/documents
read to inter that
the Petitioner
is the owner of the aforesaid 450 shares.
As this Hon,ble
Board is
empowered
to adjudicate
upon the title to the shares
jn
terms of Section 111(7) of ihe
Companies Act,
1956, I am of the considered
view that based on the summary
proceedings,
the matter relating
tqlhs-t(Le
to ti impugned
450 shares
can De
10
adjudicated upon in view ofthe clarity in the facts and circumstances
ofthe case' Asthe
peiitioner
is in possession of duly executed
transfer deeds, original share certificates'
receipt for having
paid consideration
and photocopy of passport of Respondent
No 6'
the balance of convenience
goes
in favour of the Petitioner and therefore'
it is held that
the Petitioner is entitled to the impuEned 450 shares of Respondent
No 1 Company and
alsotheaccruedbenefitsthereon.Assuch,theRespondentNolcompanYishereby
directed to register the transfer of shates in favour of the Petitioner in respect of the
impugned 45Oshares within 15 daYs and to enter his name in the Register of Members
thereifter. In addition, the Respondents
No.1, 2 and 3 are also hereby directed to
provide accrued corporate
benefits in terms of demerger, riShts/bonusihares
issues on
completion ofthe
proceduraland legal requirements
within thtee months'
4. The Company Application No.10/2014
is disposed of accordinSly'
stay Order' if
any, is hereby vacated.
No order as to cost.
Place:
New Delhi
Dated: 24th lune, 2014
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