S SEETHA Vs. SATYAM COMPUTER SERVICES LIMITED

JUDGEMENT

(1.) IN the above two petitions, one under Section 111A of the Companies Act, 1956 ("the Act") seeking rectification of register of members and the other under Section 113 seeking of delivery of share certificates in regard to 100 shares of M/s Satyam Computer Services Limited ("the Company") allegedly lodged by the petitioner for registration of transfer are disposed of by this single common order.

(2.) The summary of the petitions is as under:-

(3.) THE learned Counsel for the petitioner and the respondent reiterated the averments in the pleadings. We have seen the documents relating to purchase of these shares on 09.05.94 in the form of memo of confirmation given by the fourth respondent and also the delivery slip issued by the fourth respondent (Annexure A-1) to the petitioner. THErefore, the factum of purchase of the impugned shares by the petitioner is not in dispute. We have also seen the memo sent by M/s J.K. Shares to the second respondent (Annexure A-3) regarding despatch of the share certificate together with the transfer deed for registration. Even though there is nothing on record to show the acknowledgement of the second respondent for having received the said documents, yet from the letter dated 31st August, 1994 written by the second respondent to the third respondent it is evident that the second respondent had received the said documents. In this letter, the second respondent has stated "we have pursued the matter and find that the statement made by you is not correct, since it is clearly evident from the transfer deed executed that the signature was affixed by you. For your reference, we enclose copy of transfer deed received together with the share certificate for transfer from S. Seetha." THErefore, on 31st August, 1994, the transfer instrument together with share certificate lodged by the petitioner was with the second respondent. According to the Company, the second respondent had issued duplicate share certificate in respect of these shares on the basis of a letter from the third respondent dated 16.04.94. Even in the letter dated 31st August, 1994, reference was only to the letter of the third respondent dated 16.04.94. THE Company has not indicated the date on which the duplicate certificate was issued by the second respondent. It has also not been made clear as to whether provisions relating to issue of Share Certificates Rules had been followed before issue of duplicate certificates. If the duplicate certificate had been issued before 31st August, 1994, then there was no need for the second respondent to have issued the letter dated 31st August, 1994. No duplicate certificate could have been issued after 31st August, 1994, since the second respondent was in possession of original share certificate as is evident from his letter dated 31st August, 1994. Thus, we find that the Company/transfer agent had acted in a negligent manner in issuing duplicate certificates and not responding to the request of the petitioner to register 100 shares in her name.