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TMI Blog2022 (1) TMI 268X X X X Extracts X X X X X X X X Extracts X X X X ..... elief: Direct that any dividend declared by the 1st Respondent in future on the shares transferred to the applicants under folio 817 and 855 shall be paid to the applicants pending disposal of the present application. 2. The Learned Counsel for the Applicants submitted that the shares of the 1st Respondent were listed in Bombay Stock Exchange but it was not frequently traded. The applicants had purchased 15000 shares at Rs. 5/- per share and paid a total consideration of Rs. 50,000/- (Fifty Thousand Only) to 3rd Respondent and Rs. 25,000/- (Twenty Five Thousand Only) to 4th Respondent bearing Distinctive numbers 02282501 to 02287500 (Folio No. 817) and 2498401 to 2508400 (Folio No. 855) in the year 2012 itself through common friend. The 3rd and 4th Respondents relinquished their rights and claim to the shares and dividend and assured to cooperate and assist in transferring the shares. The 3rd and 4th Respondents signed the required transfer deeds in erstwhile Form 7B as per market lots of 100 shares and also a written communication acknowledging the receipt of the consideration for these shares. Blank transfer forms 7B were also signed by the 3rd and 4th Respondents to enable re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 01.03.2019 and 14.03.2019 had been sent to the 3rd and 4th Respondents for submitting the Pan Card copies and Bank attested signatures, but no response from them. 7. The Learned Counsel for the Applicants submitted that thereafter that the applicant sought the 2nd Respondent to apply the SEBI Circular bearing no. SEBI/HO/MIRSD/DOS3/CIR/P/2018/139 dated 6.11.2018 which specifically dealt with transfer deeds executed prior to notification SEBI (LODR) regulations, 2015 i.e. 01.12.2015 is extracted here: In case of non-delivery of the objection memo to the transferor or non-cooperation by/inability of the transferor to provide the required details to the transferee, company/RTA shall register the transfer after following the procedure as under: Following additional documents shall be collected from the transferee: i. An indemnity bond from the transferee in the format placed at Annexure A; ii. Copy of address proof - Passport/Aadhar Card/Driving License of the transferee. iii. An undertaking that the transferee will not transfer/demat the physical securities until the lock-in period and transfer shall be effected only 30 days from the date of advertisement. An Undertaking c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... O/MIRSD/DOS3/CIR/P/2018/139. 13. The Learned Counsel for the Applicants submitted that the 2nd Respondent vide letter dated 18.01.2020 once again rejected the request of the applicant under the wrong assumption that the applicants were able to contact the 3rd and 4th Respondents. 14. The Learned Counsel for the Applicants submitted that 2nd Respondent arbitrarily refusing to register the share transfer citing one reason or the other. The 2nd Respondent is duty bound to apply the SEBI circular in the present case since the circular was issued to cater to such specific cases where, after receipt of consideration by the transferor the share transfer does not materialize due to mismatch of signatures of the transferor, Non-availability of PAN Card and non-cooperation of the transferors in sending the attested bank signatures. 15. Heard the submissions for the Applicants and with respect to the Respondents, it is found that AOS has been submitted and despite notices served none has appeared, thus we are constrained to proceed further in their absence. Further, on perusal of the documents place on record, the Applicant has filed the present application under Section 58(4) and 59 of Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r (b) direct rectification of the register and also direct the company to pay damages, if any, sustained by any party aggrieved. (6) If a person contravenes the order of the Tribunal under this section, he shall be punishable with imprisonment for a term which shall not be less than one year but which may extend to three years and with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees. 59. Rectification of register of members.- (1) If the name of any person is, without sufficient cause, entered in the register of members of a company, or after having been entered in the register, is, without sufficient cause, omitted therefrom, or if a default is made, or unnecessary delay takes place in entering in the register, the fact of any person having become or ceased to be a member, the person aggrieved, or any member of the company, or the company may appeal in such form as may be prescribed, to the Tribunal, or to a competent court outside India, specified by the Central Government by notification, in respect of foreign members or debenture holders residing outside India, for rectification of the register. (2) The Tribunal may, after hea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 59 of the Companies Act, 2013 deals with Rectification in the Register of Member. It is evident from the records that the alleged shares were purchased by the petitioner in the year 2012 itself. As per section 58(4), the application has been filed within limitation period i.e. within 60 days from the intimation from the 2nd Respondent as RTA agent of the 1st Respondent is dated 18.01.2020 and was received by the applicants on 28.01.2020, The applicants filed an appeal before the Tribunal on 12.03.2020. 18. Further it is seen from the record that the transfer took place in the year 2012 and share transfer forms had been signed by both 3rd and 4th Respondents to enable registrations of the share transfer. Vide letter dated 27.12.2012 is placed on record. After 2014 erstwhile Form 7B was replaced by Form SH-4 and as per SEBI approaching for speedy transfer of physical shares the applicants lodged Form SH-4 of the 3rd and 4th Respondents bearing Folio Nos. 817 consisting of 5000 shares and Folio No. 855 consisting of 10,000 shares with the 2nd Respondent i.e. RTA agents of the 1st Respondent dated 29.11.2018 however it is placed on record. The 2nd respondent rejected the transfer cit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... one numbers, if any available with the Depositories/KRA. In case of non-delivery of the objection memo to the transferor or non-cooperation by/inability of the transferor to provide the required details to the transferee, company/RTA shall register the transfer after following the procedure as under: 1. Following additional documents shall be collected from the transferee: i. An indemnity bond from the transferee in the format placed at Annexure A; ii. Copy of address proof - Passport/Aadhar Card/Driving License of the transferee. iii. An undertaking that the transferee will not transfer/demat the physical securities until the lock-in period specified under clause (4) below is completed. 2. RTA may also verify the documents submitted by the transferee with the KYC details, if any, available with the Depositories/KRAs. 3. Companies/RTAs shall publish an advertisement in at least one English language national daily newspaper having nationwide circulation and in one regional language daily newspaper published in the place of registered office of the listed entity is situated, giving notice of the proposed transfer and seeking objection, if any, to the same within a perio ..... X X X X Extracts X X X X X X X X Extracts X X X X
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