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TMI Blog2010 (5) TMI 693X X X X Extracts X X X X X X X X Extracts X X X X ..... 00) for 100 shares. Thereafter he lodged the transfer deed along with the share certificate with respondent No. 2 for registration of transfer of the said 100 equity shares which were duly received by the Andheri office of respondent No. 2 on 5-7-1995, vide Inward No. 161017. 2. The petitioner received a letter bearing S.R. No. 663 dated July 27, 1995, from respondent No. 2, mentioning therein that the transferor's (respondent No. 4) signature on the transfer deed differs from the signature recorded with the company, i.e., respondent No. 1. By the said letter the petitioner was advised to re-submit the transfer deed/fresh transfer deed. Immediately thereafter the petitioner approached respondent No. 3 for rectification of the bad delivery received through him. The petitioner also approached respondent No. 2, but the matter dragged on for years without any positive outcome. At last the petitioner wrote a letter to respondent No. 2 with a request to provide him the address of respondent No. 4 so that he could directly communicate with him and make efforts to get fresh transfer deed signed by the transferor, i.e., respondent No. 4. The said letter was duly received by the fort offic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... A of the Companies Act, 1956. It is submitted that the petitioner can avail of the benefit under the provision of section 111A of the Companies Act, 1956, only if a company refused to register the transfer of shares without a sufficient cause within two months from the date on which the instrument of transfer was delivered to the company. In the present case, respondent No. 2 could not register the transfer as the signature of the transferor, i.e., respondent No. 4 on the transfer deed differed from the specimen signature recorded with it. Respondent No. 1 can register the transfer of shares only on the basis of either a transfer document duly effected by respondent No. 4 and the petitioner or on receipt of an order from this Bench. In reply to paragraph No. 4 of the petition, respondent No. 1 states that this petition is barred by the limitation. The limitation period started when the shares were purchased and transfer was rejected in the year 1995. The present petition is filed in the year 2009 after a period of 14 years and the petition cannot be filed for rectification under section 111A of the Companies Act, 1956. There is a huge delay of 14 years which ought not to be condone ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ligently. It is submitted that as registrar respondent No. 2 could do little in the matter and the onus of submitting proper documents was on the petitioner. The respondent could not register the transfer as the signature of the transferor, i.e., respondent No. 4 on the transfer deed differed with the specimen signature recorded with it. This respondent can register the transfer of shares only on the basis of either a transfer document duly effected by respondent No. 4 and the petitioner or on receipt of an order from the hon'ble Company Law Board. However the petitioner has taken up this matter after an inordinate length of time and has made claims which are stale and the issues raised by the petitioner are bound by the laws of limitation. Respondent No. 4 has in fact dematerialised the shares and there can be no control of the shares in electronic form either by the company or by the registrar. Respondent No. 2 submits that the shares must have long been sold by respondent No. 4 and there is no way that the same could be recovered. The only option before the petitioner is to file a money suit against respondent No. 4 if at all he has a claim to the shares. 7. Heard the parties, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ve been purchased by the petitioner were still standing in the name of respondent No. 4. The respondents have acted in diligently when the petitioner lodged the shares for transfer. As stated supra, the petitioner did not take any steps but remained silent. It shows the lethargic attitude of the petitioner. As per section 108 of the Companies Act, the transfer of shares shall not be registered unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee and specifying the name, address and occupation, if any, of the transferee has been delivered to the company along with the certificate relating to the shares or debentures. In view of the clear provision of law the shares cannot be registered unless the instrument of transfer duly stamped and executed by the transferor is produced along with the share certificate to the company. In the present case the petitioner might have lodged the shares for transfer in his name. However, the respondents immediately raised query stating that the signature of the transferor differs on the transfer deed. The petitioner being an investor in shares/securities well known to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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