C.P. No. 110 of 2009. Case: Kamlesh D. Shah Vs Larsen and Toubro Ltd. and Others. Company Law Board

Case NumberC.P. No. 110 of 2009
JudgesKanthi Narahari (Judicial Member)
IssueCompany Law
Citation2011 (167) CompCas 228 (CLB)
Judgement DateNovember 23, 2010
CourtCompany Law Board


Kanthi Narahari (Judicial Member), (Mumbai Bench)

  1. The present petition is filed under section 111A of the Companies Act, 1956 ("the Act") seeking reliefs as prayed in paragraph 6 of the petition.

  2. Mr. Kamal Agarwal, representative appearing for the petitioner submitted that in the usual course of his investment strategy the petitioner had bought 650 shares (Rs. 10 each) of respondent No. 1 company on October 4, 1999, at the rate of 368.50 per share through Nareshchandra Lalbhai Parikh, share and stock broker of Ahmedabad. The broker issued Bill No. 1131 dated October 4, 1999, for a credit of Rs. 1,12,635 on consolidated basis. The petitioner had purchased 650 shares of respondent No. 1 company and paid consideration and that they had delivered to him certificates along with transfer deeds duly executed by the transferor. The petitioner had received delivery of certificates of 650 shares of respondent No. 1 company along with transfer deeds duly executed by the transferors and, hence, became bona fide buyer of said shares for valuable consideration and entitled to get the said shares transferred in the name and to receive all the benefits declared and delivered by respondent No. 1 company after the date of purchase. On receipt of certificate of the said shares and transfer deeds duly executed by the transferors, the petitioner had received the actual and physical possession of the said shares as bona fide buyer. The petitioner had completed the transferee portion and lodged the said shares for transfer. The petitioner undertook renovation work at home and temporarily shifted his residence to some other place. During the shifting and re-shifting of residence, the transfer deeds duly signed by the transferor and transferee were lost and not traceable after diligent search. After realising that the transfer deeds are not traceable, the petitioner filed a police complaint with the Senior Inspector of Police, Ghatlodia Police Station, Ahmedabad on May 22, 2000. Out of 650 certificates, new transfer deeds for 229 shares were obtained from the holders. However, new transfer deeds could not be obtained in respect of the remaining 431 shares of respondent No. 1 company. The petitioner sent a letter dated April 15, 2000, to respondent No. 1 company intimating them about loss of transfer deeds in respect of 431 shares and requested for putting stop transfer mark against the said 431 shares and further requested to suggest the procedure the petitioner should follow under section 108 of the Act for getting the certificate of the said 431 shares transferred in his name. The petitioner thereafter lodged certificate of the said 431 shares with respondent No. 3 and requested for suggesting the procedure for transfer of said certificates in his name without production of transfer deed. Respondent No. 3 by their letter dated May 11, 2005, intimated the petitioner that old share certificates of respondent No. 1 company are no more valid as the same have been cancelled in view of the scheme of arrangement approved by the Bombay High Court and new certificates of the face value of Rs. 2 each of respondent No. 1 were allotted in the ratio of 1: 2 and new certificates of respondent No. 2 of face value of Rs. 10 each were allotted in the ratio of 2: 5 in the name of...

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