9911796707
TMI Blog2011 (7) TMI 1013X X X X Extracts X X X X X X X X Extracts X X X X ..... rned advocate appearing for the petitioner submitted that the petitioner purchased 1,000 shares of the respondent No. 1 through the respondent No. 4 owned by the respondent Nos.5 to 13 for consideration agreed to between the petitioner and the respondent No. 4. Upon payment of the entire consideration amount by the petitioner to the respondent No. 4, the respondent No. 4 along with their letter/delivery challan dated 22nd January, 2000 handed over 20 share certificates and 20 transfer deeds in respect of the said shares which 'were sold and transferred to the petitioner by the respondent Nos.5 to 13 through the respondent No. 4. At the relevant time as the petitioner had no PAN Card number in her name, the demat account number was not obtained by her and, hence, the said shares could not be transferred in the name of the petitioner. 2. It is submitted that upon obtaining PAN card, bearing No. AKMPD8832H in the year 2007, the petitioner went to the Bombay Stock Exchange in order to get the said shares listed in her demat account, but to her utter surprise and dismay she found that the shares from the Folio. No. HKJ-55832, Folio No. HKJ-54880, Folio No. HKD-58717, Folio No. HKS-5 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shares (further sub-divided into 10,000 shares) in the name of the petitioner and pass orders accordingly. 4. The respondents 1 and 3 have filed reply duly signed by Ms. Cruzine Goej the Constituted Attorney of R1 and Senior Manager of R3. It is stated that the disputed shares of Rs. 10 each standing in the names of the original shareholders were sub-divided into shares of Re. 1 each in the year 2005, some of which were subsequently dematerialised by the said shareholders. It is stated that the petitioner had informed these respondents with regard to her alleged right in respect of the said shares through her advocate's notice dated 2nd November, 2007 which was accordingly replied to by the respondent No. 3 vide letter dated 15th November, 2007, wherein it was specifically mentioned that some of the shares were dematerialised and details of the same were given to the petitioner's advocate. It is further stated that the sub-division of the shares in the year 2005 was in accordance with the resolution passed by the shareholders of the respondent No. 1 company at its extraordinary general meeting ('EGM') held on 28th October, 2005 and the said sub-divided shares were despatched ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ioner, even if she was required to submit a copy of the PAN Card in the year 2000, she would have obtained the PAN Card within a reasonable time from the Income-Tax Authorities and would not have taken 7 years to obtain a PAN Card. I, therefore, submit that the entire reason given for the delay is false to the knowledge of the petitioner, it is stated that the respondents have issued duplicate certificates to respondent Nos.5 and 6 for 250 shares of Rs. 10 each and respondent Nos.9 and 10 for 150 shares of Rs. 10 each in the year 2004 and 2003, respectively after due verification and compliance of the required procedures and the same were dematerialised in the year 2004. I say that the respondent Nos.5, 6, 9 and 10 are no longer the registered shareholders in the register of members of the respondent No. 1 company. It is further stated that in February 2007, the respondent Nos.7 and 8 have dematerialised 3,500 shares of Re. 1 each issued in lieu of 350 shares of Rs. 10 each against Reference Folio HKS59560, claimed to have been purchased by the petitioner. The respondent No. 13 had transferred 500 shares of Re. 1 each issued in lieu of 50 shares of Rs. 10 each in favour of Mr. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ares with respondent No. 1 or 3 for registering the transfer for want of a PAN Card, whereas there is no requirement for the transferee to submit a copy of the PAN Card in the year 2000. The requirement of PAN Card introduced for transfer of shares in physical form in the year 2009 by the SEBI, vide Circular dated 20th May, 2009. The case of the petitioner does not become a case of refusal by the company or the depository to register the shares in her name. This respondent is only deemed to be registered owner for the purpose of effecting transfer of ownership of shares on behalf of the beneficial owner and in terms of section 10(3) of the Depositories Act, 1996, the Depository neither has any right nor it suffer any liability in respect of the shares that have been dematerialised by the shareholders. The securities in a depository are held by the beneficial owners and the beneficial owners enjoy ownership rights in terms of section 10(3) of the said Act. It is further stated that this respondent has a limited role to keep the shareholding in demat form and there is no allegation or grievance of the demat account. Therefore, this respondent prays this Bench to discharge them from ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ears is the petitioner's negligence and it is not the mistake or default of the company who are in no way connected with the transaction entered between the petitioner, i.e., transferee and the respondents, i.e., transferors. Admittedly the petitioner has not lodged the shares for transfer, therefore, there is no reason that the respondents should take any action in that regard. Moreover, there is innumerable delay in approaching this Bench and there is no satisfactory explanation for not lodging the shares with the company for transfer within reasonable time. Therefore, it is complete fault and negligence on the part of the petitioner and cannot be blamed on the company and other respondents. The petitioner filed the present petition under section 111 of the Act is also mis-application on the ground that the said section could be invoked only in respect of private companies. The correct provision is section 111A of the Act. Irrespective of technicalities, under section 111 the person aggrieved, or any member of the company may apply to the CLB for rectification of the register, provided if a company refuses, whether in pursuance of any power of the company under its articles o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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