2010 (6) TMI 868 - Board - Companies Law

Summary

Issues Involved:
1. Rectification of the register of members.
2. Compliance with SEBI guidelines.
3. Issuance of duplicate share certificates.
4. Allegations of fraudulent transfer of shares.
5. Limitation period for filing the petition.

Issue-wise Detailed Analysis:

1. Rectification of the Register of Members:
The petitioner filed for rectification of the register of members of the respondent company under Section 111A(3) of the Companies Act, 1956, seeking re-entry of his name as a member/shareholder. The petitioner argued that the shares were transferred to R-3 without his consent and in violation of SEBI guidelines. The respondents contended that they acted in compliance with the law and SEBI guidelines, transferring shares based on duly executed transfer documents submitted by R-3. The judgment held that the transfer was done in haste and without providing the petitioner a copy of the documents submitted by R-3, thus directing the company to rectify the register by re-entering the petitioner's name.

2. Compliance with SEBI Guidelines:
The petitioner argued that the respondents violated SEBI guidelines, specifically 5.2.2, 5.2.3, and 5.3, which mandate procedures for handling lost share certificates. The respondents claimed compliance with SEBI guidelines and the Listing Agreement. The judgment found that the respondents did not comply with the SEBI guidelines, particularly in not issuing an advertisement for the lost shares and not confiscating the share certificates lodged by R-3. The court emphasized that SEBI guidelines issued under Section 11B of the SEBI Act are binding.

3. Issuance of Duplicate Share Certificates:
The petitioner completed the formalities for issuing duplicate share certificates, including filing an NCR, executing an indemnity bond, and submitting a demand draft. Despite this, the respondents did not issue duplicate certificates and instead transferred the shares to R-3. The judgment noted that the petitioner's request for duplicate shares was ignored, and the transfer was executed without the required contract note, thus directing the issuance of duplicate shares or their equivalent from the open market.

4. Allegations of Fraudulent Transfer of Shares:
The petitioner alleged that the transfer deed presented by R-3 was forged and that he never sold the shares. R-3 claimed the shares were sold to him in 1987, with the transaction witnessed by two individuals. The judgment found the petitioner's contention that the transfer was done in a hush manner credible, noting the absence of a contract note and the petitioner's repeated but ignored requests for time to submit documents. The court directed rectification of the register due to the suspicious nature of the transfer.

5. Limitation Period for Filing the Petition:
The respondents argued that the petition was barred by limitation, as it was filed beyond the two-month period stipulated under Section 111A(3). The judgment held that the limitation period is a mixed question of law and fact, and the petition could not be dismissed at the preliminary stage. The court noted that the petitioner was unaware of the transfer until 14.05.2008, thus the petition was not barred by limitation.

Conclusion:
The court directed the respondent company to rectify the register of members by re-entering the petitioner's name for the disputed shares and to issue duplicate shares or their equivalent from the open market. The petition was disposed of with no order as to cost.