Mohd. Sharief Tariq, Member - (1.) Under adjudication is a company petition that came to be filed on 27.02.2015 before the CLB, Chennai, which stood transferred to NCLT and renumbered as TCP No. 229 of 2016. The petition has been filed under Section 59 of the Companies Act, 2013 by "The Oriental Insurance Company Ltd." against Respondent No. 1 M/s. MRF Ltd., Respondent No. 2 M/s. Sanchit Financial and Management Services Ltd., and Respondent No. 3 M/s. Morgan Stanley Asset Management Inc.
(2.) The petitioner is a company incorporated under the Insurance Act as a subsidiary of the General Insurance Corporation of India Ltd., a Government of India undertaking, having its Office in Mumbai City. Respondent-1 is a company incorporated under provisions of the Companies Act, 1956 having its office at No. 124, Greams Road, Chennai. Respondent-2 is a company incorporated under the provisions of the Companies Act, 1956, having its office at 381-A, Green Avenue, Amritsar, Punjab and is a member of the National Stock Exchange of India Ltd. (for short NSE) and registered with Stock Exchange Board of India (for short SEBI). Respondent-3 is a foreign institutional investment company registered with SEBI and operating in India through its Custodian-cum-Constituted Authority having its office at No. 52/60, MG Road Post Box No. 128, Mumbai-400001.
(3.) The petitioner contends that in the usual course of their broking business the insured R2, had executed a transaction for sale of 50 shares of Respondent No. 1 on 22.02.1996 on behalf of their client namely M/s. Naresh Financial Consultancy through NSE trading terminal under Order No. 82152 and Trade No. 43723 under settlement No. 9609 for settlement period from 28.02.1996 to 05.03.1996. M/s. Naresh Financial Consultancy delivered certificates of 50 shares of Respondent No. 1 along with transfer deed executed by the transferor and the insured settled the payment. The contract note for sale of 50 shares of R1 issued by the insured R2 in favour of their client, M/s. Naresh Financial Consultancy, is attached with the company petition and marked as Exhibit 'A'. It has been stated in the petition that 50 shares of Respondent No. 1 along with shares of other companies were to be delivered to NSE for pay-in-date 11.03.1996 but on 08.03.1996 the insured realised that the shares were missing from their Office. The insured by a letter dated 03.04.1996, intimated Respondent No. 1 about the loss of 50 shares of Respondent No. 1, No. 1, provided them details of the share certificates and requested for marking stop transfer. The insured lodged a complaint with Kalkaji Police Station, New Delhi on 08.04.1996 about the loss of shares of five companies including 50 shares of Respondent No. 1. By a letter dated 30.05.1996, Respondent No. 1 informed the insured that any request for stop transfer or issue of duplicate certificate would be entertained only on receipt of letter from Respondent No. 3 since the shares were registered in their name and also an order from a competent court restraining Respondent No. 1 from transferring the shares. Subsequently, the insured lodged an insurance claim against the petitioner. Thereupon, the petitioner appointed a surveyor to assess the losses. The petitioner, after completing their internal formalities and upon receipt of the report of the surveyor, made assessment of the losses suffered by the insured for the loss of 50 shares of Respondent No. 1 and loss of number of other shares of other companies. After having this process completed, the petitioner intimated the insured that the assessment of losses for the claim lodged by the insured is at Rs. 3,85,205/- and requested the insured to execute certain additional documents including a letter to Respondent No. 1 and other companies to enable them to disburse the assessed losses. The claim of the insured has been settled by the petitioner and the insured on 8th September 1996, executed a subrogation-cum-special power of attorney in favour of the petitioner and transferred all the rights, title and interest in the shares covered therein including 50 shares of Respondent No. 1 in favour of the petitioner. The insured has also written a letter on 4th September 1996 wherein Respondent No. 1 was intimated with regard to the settlement of his claim by the petitioner. Based on these facts, the petitioner claims that he has acquired all rights, title and interest in the said 50 shares of Respondent No. 1 from the date of purchase and became entitled to obtain duplicate share certificates in lieu of the original share certificates lost and to get all the benefits like dividend, bonus shares and other benefits due on the said 50 shares of Respondent No. 1 from the date of purchase till the date of issuance of duplicate certificates.;