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2019 (11) TMI 1558 - AT - Companies LawFraudulent transfer of shares - issuance of duplicate share certificate - Rectification of the register - HELD THAT - The appeal cannot be allowed. It is to be noted that the appellant had raised a grievance with SEBI vide complaint dated 29th November, 2016. The said complaint was disposed of by SEBI on 31st May, 2017. Instead of challenging the said order the appellant filed second compliant on the same ground on 16th June, 2017. The same was also dismissed. Still the appellant filed third complaint on 20th December, 2017 and as the same was rejected by referring the earlier two orders vide communication dated 23rd January, 2018 the same is challenged before the Tribunal. The appeal is liable to be dismissed as the appellant could not have raised the same issue vide complaints after complaints before SEBI and then thought it fit to challenge the last of the communication. If the appellant was aggrieved by the speaking order of the SEBI dated 31st May, 2017, it could have very well filed appeal before this Tribunal at that point of time. Rectification of the register - HELD THAT - The history of the case of ADESH KAUR VERSUS EICHER MOTORS LIMITED AND ORS. 2018 (8) TMI 836 - SUPREME COURT would show that NCLT is competent to issue direction for rectification of the register of Eicher under section 111A of the Companies Act. The appeal is hereby dismissed.
Issues:
1. Disposal of complaint by SEBI 2. Allegations of fraud against Link Intime 3. Multiple complaints filed by the appellant 4. Competency of SEBI to investigate and issue directions 5. NCLT's authority to issue directions for rectification Issue 1: Disposal of complaint by SEBI The appellant filed a complaint with SEBI, challenging the disposal of the complaint by SEBI on 31st May, 2017. SEBI reiterated its decision, advising the appellant to approach NCLT for resolution. The appellant subsequently filed two more complaints with SEBI, leading to the current appeal. Issue 2: Allegations of fraud against Link Intime The appellant alleged that Link Intime, the Registrar and Transfer Agent of Eicher, was involved in fraudulent activities. The appellant discovered that shares were transferred to another individual without proper verification, leading to a complaint filed with the police. Similar instances of fraud were reported by other investors, indicating a pattern of misconduct by Link Intime. Issue 3: Multiple complaints filed by the appellant The appellant filed multiple complaints with SEBI regarding the same grievance, despite previous rejections. SEBI dismissed subsequent complaints, prompting the appellant to challenge the decisions through the present appeal. Issue 4: Competency of SEBI to investigate and issue directions The appellant argued that SEBI had the authority to investigate the misconduct committed by Link Intime and issue necessary directions. SEBI's assistance was deemed necessary by NCLT in a related matter, indicating SEBI's role in addressing such issues. Issue 5: NCLT's authority to issue directions for rectification The case of Ms. Adesh Kaur highlighted NCLT's competence to issue directions for rectification of the register of the company under section 111A of the Companies Act, 1956. This authority was upheld by the Supreme Court in a related case. In the final judgment, the Tribunal dismissed the appeal, emphasizing that the appellant repeatedly raised the same issue in multiple complaints to SEBI instead of challenging the initial decision. The Tribunal noted that if the appellant was dissatisfied with SEBI's order, an appeal to the Tribunal could have been filed earlier. The Tribunal also recognized NCLT's authority to issue directions for rectification, further supporting the dismissal of the appeal. The appellant was granted the liberty to seek recourse in other legal forums as provided by law.
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