DHIRAJ RAMJI GALIA Vs. KOTAK MAHINDRA BANK LTD.

JUDGEMENT

(1.) THE present petition is filed by invoking the provisions of Section 111A of the Companies Act, 1956, praying this Bench to grant reliefs as prayed in paragraph 9 of the petition. Shri Jain, learned practising company secretary appearing for the petitioner submitted that the petitioner has purchased 100 shares of Kotak Mahindra Finance Ltd., on June 8, 1995 at Rs. 203.90 per share, through his broker, Uday S. Kotak, respondent No. 3 herein, who had issued Bill No. N/EQ/1995023/00000 dated June 16, 1995, for Rs. 20,412 during the settlement periods June 7, 1995 to June 13, 1995. The petitioner had made full payment of the bill issued by respondent No. 3. The petitioner received the duly executed transfer deed along with the share certificate bearing Certificate No. 180130, registered ledger folio No. kmf 801680 (Distinctive Nos. from 0017977901 to 0017978000) for 100 shares. Thereafter he lodged the transfer deed along with the share certificate with respondent No. 2 for registration of transfer of the said 100 equity shares which were duly received by the Andheri office of respondent No. 2 on July 5, 1995, vide Inward No. 161017.

(2.) THE petitioner received a letter bearing S. R. No. 663 dated July 27,1995, from respondent No. 2, mentioning therein that the transferor's (respondent No. 4) signature on the transfer deed differs from the signature recorded with the company, i.e., respondent No. 1. By the said letter the petitioner was advised to re -submit the transfer deed/fresh transfer deed. Immediately thereafter the petitioner approached respondent No. 3 for rectification of the bad delivery received through him. The petitioner also approached respondent No. 2, but the matter dragged on for years without any positive outcome. At last the petitioner wrote a letter to respondent No. 2 with a request to provide him the address of respondent No. 4 so that he could directly communicate with him and make efforts to get fresh transfer deed signed by the transferor, i.e., respondent No. 4. The said letter was duly received by the fort office of respondent No. 2. The petitioner thereafter received the letter dated March 8, 2008, from respondent No. 2 in response to his request for providing transferor's address. Respondent No. 2 furnished the address of the transferor as under:

(3.) RESPONDENT No. 1 filed a reply to the petition. Shri Doshi, learned practising company secretary, appearing for the respondent -company states that the petitioner seems to have purchased 100 shares of respondent No. 1 company on June 8, 1995, at the rate of Rs. 203.90 per shares through respondent No. 3 a stock broker and member of National Stock Exchange of India Ltd. Respondent No. 1 does not deny the fact that the petitioner had made full payment of the bill issued by respondent No. 3. From the averments contained in the above petition that the petitioner had been pursuing transfer of the shares in his name and sought to contact respondent No. 4 personally, for effectuating the transfer, respondent No. 1 states that since the petitioner was unable to get a fresh transfer deed from respondent No. 4 he has filed this petition for rectification under Section 111A of the Companies Act, 1956. It is submitted that the petitioner can avail of the benefit under the provision of Section 111A of the Companies Act, 1956, only if a company refused to register the transfer of shares without a sufficient cause within two months from the date on which the instrument of transfer was delivered to the company. In the present case, respondent No. 2 could not register the transfer as the signature of the transferor, i.e., respondent No. 4 on the transfer deed differed from the specimen signature recorded with it. Respondent No. 1 can register the transfer of shares only on the basis of either a transfer document duly effected by respondent No. 4 and the petitioner or on receipt of an order from this Bench. In reply to paragraph No. 4 of the petition, respondent No. 1 states that this petition is barred by the limitation. The limitation period started when the shares were purchased and transfer was rejected in the year 1995. The present petition is filed in the year 2009 after a period of 14 years and the petition cannot be filed for rectification under Section 111A of the Companies Act, 1956. There is a huge delay of 14 years which ought not to be condoned by this Bench. With reference to paragraph 5(x) of the petition, it is submitted that respondent No. 1 had issued and allotted 100 bonus shares in the year 2004 and 300 bonus shares in the year 2005 to respondent No. 4 who was the registered shareholder as per the Register of Members of respondent No. 1 on the respective record dates. The said 400 bonus shares have been dematted in 2005 and have been sold by respondent No. 4 thereafter. In the circumstances it is denied that the petitioner's holding as on date is 333 equity shares of respondent No. 1 company. In respect of the said shares, dividends have also been issued to respondent No. 4 who was the registered shareholder as per the Register of Members of respondent No. 1. However the same is unclaimed for the financial years 2005 -06, 2006 -07 and 2007 -08. In such circumstances, it is prayed that this petition is dismissed as it is barred by limitation and has no merits.