Petition u/s 58(4) for Share Transfer Dismissed Due to Title Dispute, Incomplete Deed, & Unexplained Delay in Registration

Case Details: Mrs. Deepa Murthy v. TVS Motor Company Ltd. - [2024] 168 taxmann.com 551 (NCLT-Chennai)

Judiciary and Counsel Details

• Sanjiv Jain, Judicial Member & Venkataraman Subramaniam, Technical Member
• Muralidharan, Ld Counsel, for the Petitioner.
• Bharadwaja Rama Subramainam & Rajmahesh, Ld. Counsel, for the Respondent.

Facts of the Case

In the instant case, the petitioner purchased some shares of company ‘T’, under a duly signed share transfer deed in 1992 from bank ‘S’. The petitioner requested the respondents to effect the transfer of shares from the bank name to her name, and the Registrar and Transfer Agent of the company sent her a letter informing her that the subject shares were still held in the name of the bank.

The petitioner issued a legal notice to the bank and received a reply notice. The petitioner filed an instant application under section 58(4) of the Companies Act, 2013 for the transfer of 500 shares of the company, with a face value of Re.1/- each, which were held as 50 shares with a face value of Rs.10/- each to the petitioner’s name and also to direct respondents to register such transfer in its register.

It was noted that there was a dispute regarding the title of the said shares, as a bank, which was the purported seller, denied the sale of shares without resolving the dispute in the title of shares.

Further, the details of the transferee were not filled out in the share transfer deed, and the name of the bank did not appear in the transferor column.

NCLT Held

The NCLT held that abnormal delay was observed on the part of the petitioner in pursuing the demand to register the said shares in her favour, and there was no justification provided for the delay in pursuing a remedy. Therefore, the instant petition was to be dismissed.

List of Cases Referred to

• Standard Chartered Bank v. Andhra Bank Financial Services Ltd & Ors (2006) 6 SCC 94 (para 19)
• Jai Mahal Hotels Private Limited v. Devraj Singh & Others (2016) 1 SCC 423 (para 19)