NCLT Directs Restoration of Petitioners’ Shareholding After Company Fails to Provide Evidence of Valid Share Transfer
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- Last Updated on 11 April, 2025
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Case Details: Rama Hasmukh Sojitra vs. Scanpoint Geomatics Ltd. - [2025] 173 taxmann.com 210 (NCLT-Ahd.)
Judiciary and Counsel Details
- Shammi Khan, Judicial Member & Sameer Kakar, Technical Member
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Viral Shah, PCS for the Applicant.
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Ravi Pahwa, Adv. & Umesh Ved, PCS for the Respondent.
Facts of the Case
In the instant case, the petitioners invested in the Respondent Company, subscribing to 1,50,000 equity shares, which were allotted to them and recorded in the Register of Members.
However, petitioners later discovered that their names had been removed from Register of members, without any clear explanation, despite holding more than 1% of company’s equity.
Consequently, petitioner filed an application under section 59 seeking restoration of their names in Register of Members and issuance of fresh share certificates. The Respondent Company contended that transfer of Shares by petitioners was first made to one D, a relative of petitioners, who then transferred subject shares to a Company, one K.
However, upon further perusal of the reply, no transfer deed, minutes of the board meeting in which said transfer was approved, or copy of subject share certificates was tendered along with the reply. Even after multiple orders directing respondents to tender said documents, the Respondent Company had not produced conclusive evidence to support the lawful transfer or cancellation of shares.
NCLT Held
In view of facts, the NCLT directed the Respondent Company to rectify its Register of Members by deleting names of persons holding shares and inserting name of petitioners, along with first joint holder, in respect of subject shares and, further directed to issue fresh share certificates for subject shares, having a face value of Rs. 2/- per share, upon surrender of original share certificates currently in possession of Petitioners.
List of Cases Referred to
- S. Santhanakrishnan v. A.P.L. (India) (P) Ltd. (2013) 8 SCC 365 (para 21).
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