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TMI Blog2006 (7) TMI 339X X X X Extracts X X X X X X X X Extracts X X X X ..... ,400 equity shares of the respondent. According to Shri Doctor, the title to the shares has never been disputed. However, in or around February, 2002, on checking the records, the applicant-company found that the physical balance of the shares with the applicant was 25,050 shares. In other words, out of 33,400 equity shares that the applicant holds in the respondent-company, in the record only 25,050 shares are mentioned. The applicant is, therefore, not having an account of 8,350 equity shares. According to Shri Doctor, the shares were issued as bonus shares in 1992. However, physical delivery of the shares was not received. The applicant, therefore, addressed a letter dated February 1, 2002, to the share transfer agents of the respondent and requested for certificates of 8,350 equity shares, which were not with the applicant-company. A copy of this letter, according to Shri Doctor, is annexed to the affidavit in support of the present company application. Further, the applicant on the basis of information received from the share transfer agents addressed another letter on May 17, 2002, for complying with the formalities for issuance of duplicate share certificates. It is the appl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... not fall within their regulatory powers. He submits that the applicant after the stand of SEBI, once again approached the company. He points out that there is a pending litigation. He submits that Shri K.K. Modi (the objector) was aware of such pendency and he was also aware that the board was considering the request of the applicant. In these circumstances, his objections should not have been entertained. 10. Shri Doctor, points out that as far as title to the shares is concerned, there is no dispute and in that behalf he invites my attention to the copies of dividend warrants which have been issued in respect of 8,350 equity shares as also balance 25,050 shares. Shri Doctor submits that the applicant has suffered a tremendous loss by non-issuance of duplicate shares and therefore, this court should exercise its jurisdiction under the Companies Act and issue necessary orders and directions and more particularly the one that is prayed. He submits that the law is well-settled that once the applicant-company is a registered shareholder and its name appears in the register of shareholders, then duplicate shares must be issued. He submits that the stand in the advocate s letter is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o the affidavit which is filed. He submits that the entire dispute is pertaining to ownership of shares. In paragraph 6 of the affidavit in reply the litigations have been referred to. He submits that in such circumstances the respondent does not want to be a party to further litigation and would rather keep the issue of handing over these shares in abeyance till the applicant obtains appropriate orders from a civil court. 14. Since reliance is placed on section 84 of the Companies Act, 1956, it is necessary to reproduce the same : "84. Certificate of shares. (1) A certificate, under the common seal of the company, specifying any shares held by any member, shall be prima facie evidence of the title of the member to such shares. (2) A certificate may be renewed or a duplicate of a certificate may be issued if such certificate ( a )is proved to have been lost or destroyed, or ( b )having been defaced or mutilated or torn is surrendered to the company. (3) If a company with intent to defraud renews a certificate or issues a duplicate thereof, the company shall be punishable with fine which may extend to ten thousand rupees and every officer of the company who is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and, therefore, another certificate needs to be issued. The case set out is that the applicant holds 33,400 equity shares of the respondent. However, in its records it does not find anything pertaining to 8,350 equity shares. The physical balance is 25,050 equity shares. In paragraph 6 of the affidavit in support of this application, this is what is stated : "The applicant-company holds 33,400 equity shares of said Godfrey Philips. The title of the applicant-company to the said shares has never been in question, as the applicant-company has regularly been receiving dividend on the said shares. On checking its records in or around February, 2002, the applicant-company found that the physical balance of the said shares with the applicant-company was 25,050, i.e., 8,350 equity shares short. In fact, the applicant-company had not received the 8,350 equity shares from the said Godfrey Philips when these shares were issued as bonus shares in 1992. In these circumstances, the applicant-company addressed a letter dated 1-2-2002, to M/s. Sharepro Services, the Registrars and share transfer agents of the said Godfrey Philips, and requested for certificates for 8,350 equity shares which ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nnexure A to the affidavit of K.K. Modi. 19. In my view, once the request of the applicant cannot be said to be covered by section 84(2) and it being made belatedly, it is not a fit case for entertaining the company application. For the reasons that have been set out hereinabove, it is not a case where the company court can be called upon to issue any direction. The company application is, therefore, dismissed. 20. However, I have not gone into the rival contentions with regard to the jurisdiction of the company court because treating this application as made under section 84(2), I have scrutinised the same. Once I find that the application cannot be entertained as relief is not falling within the ambit and scope of the aforesaid provision, then I do not deem it necessary to go and decide the issue of jurisdiction of the company court. So also, any observations made, are strictly for the disposal of the present application and shall not prevent the applicant from seeking appropriate reliefs with regard to title of the shares. This order does not prevent the applicant in future from invoking section 84(2) in the event it is able to establish the existence of a certificate wi ..... 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