Decided on October 18,1995



- (1.) THE Chambal Fertilisers and Chemicals Ltd., a listed company has filed this petition under Section 111(4) of the Companies Act, 1956. THE company has applied for rectification of its own register of members.
(2.) The facts of this case are that respondent No. 1 is the holder of 1000 equity shares in the company which were allotted in June, 1992. Respondent No. 1 had intimated to the company regarding non-receipt of share certificates and accordingly he submitted an indemnity bond and affidavit for issue of duplicate certificates in February, 1994. The company issued the duplicate certificates but later on found that the original certificates were lodged by respondent No. 2 already for transfer in June, 1993, itself. Since the signature of the transferor did not tally, a registered notice was sent to respondent No. 1 and on non-receipt of reply the transfer was effected in the name of respondent No. 2 in December, 1993. The net result is that respondent No. 1 happens to hold the duplicate certificates for 1000 shares and respondent No. 2 the original certificates for the same shares. In view of this/the company has prayed for determining the real owner of the shares and for passing necessary orders for rectification of the register of members. On August 23, 1995, after going through the contents of the petition, the company was told that both the original and duplicate certificates have come into existence exclusively due to the fault on the part of the company. The authorised representative of the company was directed to refer back to the management whether the company is prepared to reimburse the cost of the shares to respondent No. 2 who has acquired the shares from the market. On September 6, 1995, the authorised representative confirmed that the company shall reimburse the purchase consideration as mentioned in the transfer deed. This was also agreeable to respondent Nb; 2. Accordingly, the company is directed to reimburse a sum of Rs. 10,000 to respondent No. 2 immediately on surrendering the original share certificates Nos. 326444 to 326456 which shall be cancelled by the company immediately. The company shall also inform all the concerned stock exchanges accordingly if not already done. Thereafter, the register of members shall be rectified by deleting the name of respondent No. 2.;

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