K.K.Balu, - (1.) IN this petition filed under Section 111A of the Companies Act, 1956 ("the Act"), the petitioner is seeking directions against Satyam Computer Services Limited ("the Company") to transfer 100 shares comprised in certificate No. 95484 (DNR 9548301 to 9548400) and 100 bonus shares bearing certificate No. 524329 (DNR 32900586 to 32900685) in its favour and issue duplicate share certificates in lieu of those original shares for the reasons set out therein.
(2.) According to the petitioner, in the normal course of its business as share and stock broker, it had purchased 2000 shares of the Company for and on behalf of various constituents, which include the shares covered in the present petition, on payment of consideration and when 100 shares comprised in certificate No. 95484 were lodged with the Company for transfer by the constituent of the petitioner, the same were returned by the Company as bad delivery on account of "signature of transferor differs". The petitioner, being the introducing broker, had to make good the loss on account of the bad delivery. As a result, the petitioner got physical possession of the share certificate in respect of 100 shares covered by certificate No. 95484 for valuable consideration and became entitled to get the shares transferred in its name. The petitioner, on receipt of the bad delivery advice, requested the second respondent, being the transferor, to execute a fresh transfer deed, but the latter failed to respond favourably in favour of the petitioner. At the instance of the petitioner, the Company invited the second respondent to lodge his objections, if any, with valid documents, before processing the request of the petitioner to effect the transfer in the name of the petitioner, on failure of which, the Company advised the petitioner to execute the requisite indemnity bond for effecting the transfer in its name. In the meanwhile, the petitioner lost the share certificate during shifting of its office. In this background, the Company advised the petitioner to obtain appropriate orders from a competent Court to process its request for effecting the transfer of shares in its favour. According to the petitioner, since it had purchased the shares on payment of full consideration and therefore, became a bona fide holder for value, the Company may be directed to register the shares in its favour by rectifying the register of members and deliver the duplicate share certificate in lieu of the original shares lost by the petitioner. According to the Company, the second respondent is the registered holder of 100 shares bearing certificate No. 95484. The Company had issued bonus shares to all its registered shareholders as on 01.09.1999 and therefore, allotted bonus shares to the second respondent. In the meanwhile, the Company was in receipt of 100 shares for transfer and since the signature appearing on the transfer deed was not tallying with the signature of the second respondent recorded with the Company, the same were returned as bad delivery in the year 1999. When the Company received a request from the petitioner to note the shares under "stop transfer" it intimated the claim of the petitioner to the second respondent, inviting him to furnish his objections, if any, within a period of 15 days and further forwarded a copy of the transfer deed lodged by the purchaser to the second respondent, on the request made by him. However, there has been no response from the second respondent, inspite of repeated requests made by the Company. The Company advised the petitioner to lodge the share certificate for transfer in its favour along with an indemnity cum undertaking. The original share certificate is reportedly lost by the petitioner and therefore, the Company has requested the petitioner to furnish appropriate orders from a competent court of law. Shri S. Ravi, learned Counsel appearing for the Company submitted that the Company would abide by the decision of this Bench.
(3.) CONSIDERING the facts that the second respondent neither filed any reply nor opposed the petition, despite the opportunity afforded by this Bench, that second respondent failed to respond to any of the communications of the Company on the claim of the petitioner and that there are no claimants in respect of the impugned shares, it would be appropriate that the shares are registered in the name of the petitioner. The petitioner claims that the original share certificate has been lost. The issue of duplicate share certificates is governed by Rule 4 (3) of the Companies (Issue of Share Certificates) Rules, 1960. Accordingly, the Company will issue duplicate share certificate, in lieu of the original share certificate, comprised in certificate No. 95484, upon which, I direct the Company to register the impugned shares in favour of the petitioner, under the authority of this order, within 21 days and rectify the register of members appropriately. This order shall apply in respect of 100 bonus shares allotted to the petitioner and the Company shall act accordingly in terms of this order, before which the Company will cancel the original shares in respect of the share certificate No. 524329 and intimate the second respondent on such cancellation concerning him. With these directions, the company petition stands disposed of. No order as to costs.;