2020 (5) TMI 100 - Tri - Companies Law

Transfer of share certificate from its first registered holder to the petitioner - allotment of bonus shares and all other benefits - section 58 of the Companies Act, 2013 - HELD THAT - The Company Law Board held since transferor has not shown any interest in spite of notices, the company was directed to register the impugned shares in favour of the petitioner on the authority of the order. Similar is the case here also where notice is sent to the original transferor/shareholders, Mona Goel and Deepk Goel but notices could not be served and further no complaint was lodged regarding theft/loss of share certificate till date. Therefore, the Tribunal can direct the first respondent to register the transfer of shares in favour of the petitioner provided the petitioner to furnish indemnity for the amount to be fixed by the first respondent. The company refused to register the transfer on the ground that signature of the transferor differs where under also the original transferor was also directed to file objections and if no objections are filed, the company advised the transferee to execute requisite indemnity bond for effecting the transfer in its name. Since the original transferor has not raised any objection, the Company Law Tribunal directed to register the shares in the name of purchaser. Thus, when transferor has not raised any objection, the Company Law Board directed the company to register the shares including the bonus shares, if any. The first respondent is directed to transfer the impugned 100 shares in favour of the petitioner subject to the petitioner giving requisite indemnity bond within a period of 30 days from the date of order - petition allowed.

Summary

Issues:
Petition seeking directions for share transfer and allotment of bonus shares under section 58 of the Companies Act, 2013.

Analysis:

Issue 1: Transfer of Shares
The petitioner sought directions under section 58 of the Companies Act, 2013 to transfer shares purchased by his father to his name. The petitioner approached respondent No. 1 and 2 for the transfer, but faced challenges due to a signature mismatch of the original transferor. The petitioner tried to obtain necessary documents from the transferor, but received no response. The respondent contended that the petition was not maintainable due to a lack of locus standi and non-compliance with document requirements. However, the Tribunal noted that no complaints were lodged by the original transferors about loss of share certificates, indicating a transfer had occurred. The Tribunal directed the petitioner to provide an indemnity bond for the transfer to be effected.

Issue 2: Legal Precedents
The Tribunal referenced legal precedents, including decisions by the Company Law Board, to support its decision. In similar cases, where original transferors did not respond or raise objections, the Company Law Board directed the transfer of shares to the petitioner upon furnishing an indemnity bond. These cases highlighted the importance of lack of objections from original transferors in facilitating the transfer of shares.

Conclusion
In light of the legal precedents and the circumstances of the case, the Tribunal allowed the petition and directed respondent No. 1 to transfer the shares to the petitioner upon receipt of the requisite indemnity bond within 30 days. The decision emphasized the importance of lack of objections from original transferors and the need for an indemnity bond to facilitate the share transfer process.