Ambuja Cements Limited Vs Rajashree Sachin Kulkarni & Ors. (NCLT Ahmedabad)
The National Company Law Tribunal (NCLT), Ahmedabad allowed an appeal under Section 59 of the Companies Act, 2013, directing the rectification of the Register of Members of Ambuja Cements Limited by restoring 21,000 equity shares to their original joint holders after finding that the transfer of shares to another person was unsupported and made without sufficient cause.
The dispute related to 21,000 equity shares held jointly by the original owners under two folios. The original share certificates had been lost. In February 2019, the Registrar and Transfer Agent (RTA) received two executed Form SH-4 transfer deeds along with the share certificates, purporting to transfer the shares to another individual. The original holders categorically denied executing or signing the transfer deeds, alleging that their signatures had been forged. Although the RTA issued notices inviting objections before processing the transfer, the company stated that the notices were never served upon the original holders. Consequently, the transfer was processed, and the shares were registered in the transferee’s name.
In July 2021, the transferee sought dematerialisation of the shares through a Depository Participant. During scrutiny, the RTA noticed suspicious KYC documents, placed the dematerialisation request on hold, and repeatedly directed the transferee to appear with original documents and the transferors for physical verification. Despite several communications, reminders, and a public notice published in a newspaper inviting claims, the transferee failed to appear or respond. Subsequent physical verification at the transferee’s address also did not establish his presence. Meanwhile, after learning in January 2023 that the shares had already been transferred, the original holders sought duplicate share certificates, received information regarding the transfer, and immediately lodged a police complaint alleging fraudulent transfer. The RTA cooperated with the investigating authorities and provided the requested records.
