Loss of original share certificate by the transferee and transferor not responding – Whether duplicate share certificate can be issued and whether the company can register the transferee in its members register

ALTINA SECURITIES (P) LTD v. SATYAM COMPUTER SERVICES LTD & ANR [(2007) 76 CLA 118 (CLB)] K. K. Balu (VC).

Decided on : 07/9/2006

The petitioner, a share broker purchased 2000 equity shares of the respondent company and on presentation of the share transfer deeds to the company, the share transfer deed covering 100 shares was returned as bad delivery due to difference in the signature of transferor (the 2nd respondent). Thereon, the petitioner requested the transferor to execute a fresh transfer deed, but the transferor did not respond. Then, the company advised the petitioner to execute an indemnity bond for effecting the transfer in its name. However, in the mean time, the petitioner had lost the share certificate. Therefore, pursuant to the company’s advise the petitioner approached the CLB praying for the issue of duplicate share certificate and registration of the same in its name.

The Petition was allowed considering the below mentioned facts. It was decided by the member of CLB Bench that a duplicate share certificate be issued to the petitioner and that the company register the transferee as a member in its register of members as:

1. The second respondent failed to respond to any of the communications of the company on the claim of the petitioner.
2. The second respondent did not oppose the petition by the petitioner.
3. There are no claimants in respect of the impugned shares.