2017 (8) TMI 1472 - AT - Companies Law

Title over the shares certificate between the appellant and the 5th Respondent - Duplicate shares issue - order to release unclaimed dividend on those shares - Held that - A suit is pending between the parties with regard to same shares certificate since 2016. In such a situation, there being a doubt about the averment made by appellant that the shares were lost or misplaced the Tribunal rightly refused to exercise its power. We find no reason to entertain the same. The prayer made in this appeal is accordingly rejected. If suit is decreed in favour of appellant or the other party, holder/owner of the certificates may move before the company for issuance of shares certificate/duplicate shares in view of such fresh cause of action. In such case parties may raise all the contention and the Tribunal may pass appropriate order in accordance with law, uninfluenced by any observations made in the impugned order or order of this Appellate Tribunal. It is also made clear that this order will not come is the way of SEBI in the matter of investigation, if it has initiated. Appeal dismissed.

Summary

Issues:
1. Appeal filed for direction to issue duplicate shares and release unclaimed dividend.
2. Disputed question of fact regarding misplaced share certificates.
3. Tribunal's refusal to grant relief due to lack of evidence and pending suit.
4. Alleged conflicting observations in the impugned order.
5. Interpretation of Section 46(2) of the Companies Act, 2013.
6. Doubt about the appellant's claim of misplaced shares for over 20 years.
7. Appellant's delayed action in filing petition and lodging FIR.
8. Dispute over share certificate ownership with the 5th Respondent.
9. Refusal to exercise power by the Tribunal due to doubts and pending suit.
10. Possibility of seeking relief if suit is decreed in favor of appellant.

Analysis:
1. The appeal was filed seeking directions for the issuance of duplicate shares and release of unclaimed dividend by the Shareholder of Symphony Limited. The National Company Law Tribunal, Ahmedabad Bench, refused to grant relief due to a disputed question of fact regarding the misplaced share certificates and the lack of evidence supporting the claim. The Tribunal also noted a pending suit between the appellant and the 5th Respondent, further complicating the matter.

2. The appellant argued that the Tribunal did not consider three crucial issues, but the Appellate Tribunal found no such arguments presented during the proceedings. The Appellate Tribunal clarified that it could only address issues raised before the lower Tribunal. The appellant also raised concerns about conflicting observations in the impugned order, specifically regarding the transfer of shares and the Tribunal's jurisdiction under Section 56 of the Companies Act.

3. The appellant relied on Section 46(2) of the Companies Act, 2013, suggesting that if a company refuses to issue duplicate share certificates, the Tribunal can intervene and issue appropriate directions. However, the Appellate Tribunal found that the appellant's claim of misplaced shares for over 20 years lacked specific details and evidence, casting doubt on the credibility of the claim.

4. The delayed action by the appellant in filing the petition and lodging an FIR after being informed about the transfer of shares in favor of the 5th Respondent in 1998 raised suspicions. The Appellate Tribunal noted that the appellant's actions seemed to suppress certain facts to gain relief from the Tribunal, further weakening the case for intervention.

5. Given the ongoing dispute over share certificate ownership and the lack of concrete evidence supporting the appellant's claim of misplaced shares, the Tribunal rightly refused to exercise its power. The Appellate Tribunal dismissed the appeal, emphasizing that if the suit is decreed in favor of either party, they can seek appropriate relief for the issuance of shares certificates or duplicate shares based on fresh cause of action.

6. The Appellate Tribunal clarified that its order would not hinder SEBI's investigation if initiated and concluded that there would be no order as to costs in the present circumstances. The judgment highlighted the importance of presenting clear evidence and timely actions in legal proceedings to substantiate claims effectively.