Kamlesh Kalidas Shah Vs M/s Larsen and Toubro Limited

Prabhat Kumar, Member (Technical)

This is a Company Appeal filed under section 59 of the Companies Act, 2013 seeking the following reliefs:

a) That 370 shares of Respondent No.1 and 2 companies be transferred in the name of the Appellant.

b) Direction to the Respondent No. 1 and 2 to rectify the register of the members and the name of the Appellant be recorded in the Register of Members of Respondent No.1 in place of Respondent No. 4 and 10.

c) That if any benefit/shares accrued in the past and or due against the concerned share in dispute, that shall be given to the Appellant.

The Appellant contends that he had purchased 370 shares of Respondent No.1 through Ahmedabad Stock Exchange from Respondent No. 4 to 10, particulars of which are detailed as under:

Sr.

No.

Name      of      the registered holder

Folio No

Name   of the transferee as        per transfer deed tendered for transfer

No.    of    share held/purchaser

1

Shri Bhaskar Mokani R-4

09923276

Reliance Industries

Limited

50

2.

Shri   Shailesh   S. Prajapati R-5

09812351

Kamlesh Kalidas

Shah

50

3.

Shri  Ramesh Maganal Makwana & Makwana Manubhai Maganlal

04608674

Kamlesh Kalidas Shah

50

4.

Shri Nitin P Thakare  &

Prabhakar S. Thakare

10406374

Jigar      C Shah

50

5.

Ms. Meena Manvesh  &  Shah Manvesh Gunvantlal R-8

70944367

Kamlesh Kalidas Shah

50

6.

Shri Dasharath Dahyabhai Chaudhri

73137977

Gujrat Ambuja Cement

Limited

20

7.

Shri Sumik D Mehta

74147569

State

Bank    Of India

100

The Appellant submits that he could not get the said shares transferred in his name as transferor’s signature’s differed from the specimen signature on record of the company.

The Appellant submits that he had filed a suit before the Hon’ble City Civil Court, Ahmedabad bearing suit no. 1589 of 2008 against Respondent No. 4 to 9. The Appellant had obtained an ex-parte stay in his favour, however, subsequently vide order dated 27.07.2011 on notice of motion stated that the plaintiff had an alternate remedy to approach the Company Law Board. Accordingly, the suit was dismissed and the stay was vacated.

The Respondent No’s 4 to 10 have neither filed any reply to the Appeal nor have they entered appearance. Respondent No. 3 Sharepro Services (India) Pvt. Ltd are Registrar & Share Transfer Agents of Respondent No.2 filed its reply vide letter dated 20.07.2015. The Respondent No. 2 and 3 submits that that since the Appellant has already impleaded the Registered Holders as party Respondents they do not wish to oppose or contest the present Petition. It was further submitted that Respondent No. 2 and 3 have no vested interested in the shares.

The Appellant submits that he has filed Affidavit dated 25.10.2016 of the transferor’s/ Respondent Nos 4 to 7, 9 and 10 wherein they have stated that they have no objection in transferring the impugned shares in favour of the Appellant. The Appellant submits that Respondent No. 8 has not given their no objection certificate to the Appellant.

The Appellant submits that the original share certificates are in the possession of the Appellant. The Appellant has purchased the said shares upon paying the full consideration and has become the owner of these shares. Hence, the present Appeal is filed by the Appellant for the transfer shares.

Findings:

We have heard the submissions advanced by Ld. Counsel for the Appellant and perused the records.

The Appellant submits that he could not get the said shares transferred in his name as transferor’s signature’s differed from the specimen signature on record of the company. However, we find that the name of the transferee in the case of transaction at Sr. No. 1,4,6 and 7 in the table above is of a different person and the deed enclosed with the Petition mentions the Applicant as the broker in those transactions. Accordingly, we feel that these shares would be have been returned as bad delivery when tendered by actual buyers for transfer. Accordingly, these bad deliveries belong to the broker i.e. the Applicant. We find that the Applicant has not submitted any evidence of payment of money to these actual buyers becoming due on account of bad delivery. However, the Applicant has arranged to file NOC from all the original recorded members of the shares in claim, except recorded owner at Sr. No. 5 of the table.

Section 111 of the Companies Act, 1956, as applicable to the case, requires the aggrieved person to present an Appeal within two months of the refusal to transfer by the company. In the present case Respondent No. 3 i.e. Share Transfer agent had informed the Applicant vide letter dated 25.02.2008 in case of Sr. No.1. The Applicant has not enclosed the letter of rejection in relation to transfer of shares stated at Sl no 2 to 7 of the table. However, the Applicant has enclosed communication in the year 2007 in relation to these shares from the recorded owners. Further, the City Civil Court of Ahmedabad had dismissed the Applicant’s Plaint vide order dated 27.07.2011 allowing him the liberty to approach the Company Law Board. Further, the Applicant has not explained as to how this Petition is maintainable in terms of Limitation provided under Section 111(3) of Act of 1956. In the absence of pleadings and the evidences, we are of the view that the Petition is barred by Limitation.

In view of above, Company Appeal No. 15 of 2015 is disposed of as dismissed.