9911796707
TMI Blog1998 (2) TMI 599X X X X Extracts X X X X X X X X Extracts X X X X ..... of the columns of the transfer deed were left blank. The Bank of Baroda without intimating the petitioners and quite contrary to the trust reposed in them by the petitioners in the said Bank, Bank was only to be in possession of the share scrips and was not empowered to alienate or otherwise transfer and notwithstanding the fulfilment by the petitioners of all obligations on their part to the bank, appears to have held out that the bank had authority to transfer the shares. The bank purported to have transferred the shares to unknown persons. It is further submitted that on coming to know of the unlawful act of the Bank of Baroda, the petitioner wrote letter dated 7-1-1994 to the Respondent Company not to put through the transfer in respect of the abovementioned shares. It is further stated that a letter dated 17-2-1994 the sharepro services who claimed to be the registrar and transfer agents of the Respondent Company, acknowledg-ing the receipt of the petitioners letter dated 7-1-1994 required an injunction or a similar order of Court. It is further submitted that the letter proceeded to state that if a valid transfer deed complete in all respects was presented to the Respondent ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ore. The transfer deeds had been duly certified under section 108(1) by the Senior Manager of the Bank of Baroda, Bangalore, Main Branch and the certificate was dated 31-12-1993, and the said transfer deed alongwith the share certificates has been duly lodged with the company within two months of the date of release by the Bank as prescribed under section 108 of the Companies Act. The signature of the transferors on the transfer deed tallied with the specimen signature on the respondent company s records and the transfer deed was complete in all respects. The transfer was put through in normal course of business and the transfer has been duly approved by the directors on 18-2-1994. The dividend rights and other benefits on the aforesaid shares has been already passed on the transferees. It is further submitted that in the absence of the Court injunction restraining the company from transferring these shares, the transfer was put through in normal course. The respondent company has further submitted that before any decision is taken in the matter notice should be issued to the transferee who is presently the registered holder of the aforesaid 200 shares and the transferee be given f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... proceedings. He further submitted that for adjudicating the present proceedings, this Board would be required to go into the question as to what were the dues recoverable by the Bank and whether they have been fully satisfied or whether the Bank was justified in appropriating the sale proceeds towards those dues. He submitted that since there is dispute between petitioners and Bank, this matter being dispute of civil nature, this Board should relegate this matter to a suit. 5. The written submissions from respondents were received after the hearing was over on 21-4-1997. The petitioner again submitted that he has not received the reply from the respondent company. The petitioner further submitted that the transfer is defective and incomplete due to the fact that it does not bear the stamp of the prescribed authority as required under section 108(1), i.e., the date of presentation to the prescribed authority. He further submitted that the Transfer Deed is not a Blank transfer deed as held by the Supreme Court in Howrah Trading Co. Ltd. v. CIT AIR 1959 SC 775 for the reason that the transferors had not filled in the name of the company and their names in the Share Transfer For ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ority has expired because the said transfer deed was valid only upto 2-8-1991 and not beyond that date. Hence, the Respondent com- pany should not have acted upon the said invalid transfer deed. The Respondent company in its further reply dated 25-11-1997 has refused the aforesaid allegation of the petitioner that the transfer deed is valid only upto 2-8-1991 reckoned from the date of presentation i.e., 3-8-1990 and not beyond. It has stated that in terms of clause (B) of sub-section (1C) of section 108 no further validation is required under section 108(1D). This procedure has been endorsed by Reserve Bank of India Directions in respect of shares pledged with banks as security. 7. We have considered the various averments made by the petitioners and the Respondent C ompany, and note that shares have been duly transferred and transferees name has come on the register of members thereby third party interests have been created. If the relief is granted in this petition then the name of the transferee would be required to be deleted. But they have not been made the party in these proceedings. The petitioner has sought for rectification of register of members on two counts, firstly t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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