Judgment:
1. This company petition is fled under section 113 of the Companies Act, 1956 seeking directions against M/s Shriram Transport Finance Company Limited ("the Company") and the Company's Registrar and Transfer Agent, being the second respondent - i) to issue duplicate share certificates in respect of 58325 equity shares of M/s Shriram Investments Limited covered under ledger folio No. S-8134; ii) to issue bonus shares, pay dividend and other benefits accrued to those shares; and 2. According to Shri Bharat V. Pathak, learned Authorised Representative and Practicing Company Secretary, the petitioner had lodged the share certificates in respect of the impugned shares with M/s Shriram Investments Limited ("SIL") through its Registrar and Transfer Agent viz. M/s Integrated Advisory Services Limited ("IASL") in November/December, 1995 for registering the transfer in favour of the petitioner. SIL had returned in December 1995, 1675 equity shares duly transferred in the name of the petitioner and delivered the remaining 58326 equity shares, without forwarding them to the petitioner, to one Kannan of Madras, by hand delivery on 14.03.1996, without any authority from the petitioner, which ultimately landed in the hands of the third respondent, a member of the Bombay Stock Exchange. In spite of repeated demands and the complaints lodged with Bombay Stock Exchange and Securities Exchange Board of India ("SEBI"), the petitioner could not succeed in obtaining the share certiificates from SIL. In the meanwhile, the third respondent filed a civil suit (suit No. 17971997) before the High court of Bombay seeking duly signed share transfer deeds from the petitioner in respect of the impugned shares, which however, came to be dismissed on 03.12.2003 for default.
While SIL got merged with the first respondent Company, IASL merged with second respondent. There is, therefore, no impediment on the part of the respondent Nos. 1 & 2 to deliver in favour of the petitioner, duplicate share certificates in respect of the impugned shares. In these circumstances, the petitioner sought for appropriate directions, in the interests of justice.
3. Shri V.N. Shiva Shankar, learned Counsel representing the Company submitted that the petitioner had forwarded 60,000 shares for registering the transfer in his name during November 1995 through his authorised personnel. The Company withheld 1675 shares for verifying the signatures and 58,325 shares were transferred in favour of the petitioner at a duly constituted meeting of the Committee of directors.
The share certificates were handed over to the person, who had the authority to act for the petitioner. Thereafter, the balance 1675 shares were also transferred in favour of the petitioner and were sent to him. In the meantime, the Company had received a communication from the third respondent to the effect that the share certificates were handed over by the petitioner to him and that they are in his custody.
The Company has been precluded from issuing any duplicate certificate once the originals are not found to be lost or destroyed. Shri Shankar, learned Counsel, while concluding his submissions that the first respondent will abide by any order which may be passed by this Bench on the prayer of the petitioner.
4. According to the second respondent, out of 60,000 shares received from the petitioner for transfer to be effected in his name, transfer was effected in respect of 58,325 shares and thereafter, handed over them to the representative of SIS shares and Stock Brokers Private Limited, Chennai. The balance 1,675 shares were forwarded, after registering the transfer in the name of the petitioner, to him directly. The documents surrendered by the petitioner for issue of duplicate share certificates have not been processed as per the instructions of the company and it will implement the decision taken in the matter by the Company.
5. I have considered the submissions of learned Authorised Representative and learned Counsel. The short issue before me is whether the petitioner is entitled for issue of duplicate certificates in respect of the impugned shares under section 113 of the Act. While according to the Company, the impugned shares, after effecting the transfer in the name of the petitioner, have been delivered to his authorised representative, it is vehemently contended that the petitioner never authorised any one to collect the certificates from the Company, of which this Bench is unconcerned in the present proceedings. However, the impugned shares got into the custody of the third respondent, legality of which is seriously under dispute. The civil suit filed by the third respondent before the High Court of, Bombay claiming rights over the impugned shares stands now dismissed for default. The third respondent neither appeared nor opposed the petition, inspite of the opportunities afforded to him and publication of the hearing date in the local news paper in terms of the order of this Bench. This sequence of events would indicate that the third respondent has abandoned his interest over the impugned shares. In this context, provisions, of section 113 invoked by the petitioner assumes importance, which reads thus: Every Company, unless prohibited by any provision of law or of any order of any court, tribunal or other authority, shall, within three months after the allotment of any of its shares, debentures or debenture stock, and within two months after the application for the registration of the transfer of any such shares, debentures or debenture stock, deliver, in accordance with the procedure laid down in section 53, the certificates of all shares, debentures and certificates of debenture stocks allotted or transferred: Section 113 provides that the Company shall deliver the share certificate to the allottee within three months after the allotment of any of its shares and in favour of the transferee within two months after making of the application for registration of the transfer of shares. Under section 113, the Company Law Board has no power to give directions for issue of duplicate certificates. The provision for issue of duplicate share certificate has been prescribed under Rule 4(3) of the Companies (Issue of share certificates) Rules, 1960. Therefore, the relief of issue of duplicate share certificates falls outside the ambit of section 113. The petitioner, however, is at liberty to approach the Company for issue of duplicate certificates and the Company will dispose of the application as may be made by the applicant within 45 days in accordance with the Companies (Issue of Share Certificates) Rules, 1960. This, in my view, will meet the ends of justice. With these directions the company petition stands disposed of. No order as to costs.