JUDGMENT :

BALVINDER SINGH, MEMBER (TECHNICAL)

1. This appeal has been preferred by appellant under Section 421 of the Companies Act, 2013 against the impugned order dated 9th June, 2017 passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench, Ahmedabad.

2. The brief facts of the case are that 1st respondent is a company registered under the Companies Act, 1956, initially, as a private limited and thereafter, converted into a public limited company. The shares of the 1st respondent are listed on recognised Stock Exchanges.

3. The appellant was originally holding 1200 equity shares of Rs.10/- each of the 1st respondent. Later on the shares were sub-divided by dividing one equity share of Rs.10/- each to 5 equity shares of Rs.2/- each by passing Board Resolution dated 29.07.2011 and BSE Notice No.20120215-5 dated 15.2.2012 and thereby the shareholding of the petitioner, as per the Register of Members of the 1st respondent, as on 30th June, 2015, was 6000 equity shares.

4. It is stated by the appellant that on and after 15.2.2012 the split shares were sent to the appellant by the 1st respondent through post but the same is returned back “undelivered” since the appellant address had changed from Bangalore to Mangalore. It is stated that the undelivered share certificate is already lying with 1st respondent, and hence it is not possible to transfer the alleged share certificate to anyone and/or 6th respondent by 3rd respondent (the then Transfer Agent of the 1st respondent).

5. The appellant came to know that his shares have been misplaced and, therefore, he sent a request to the 1st and 2nd Respondent (new Transfer Agent appointed by 1st respondent) for issue of duplicate shares and for updation of the new address vide letter dated 4.12.2016. 2nd respondent vide letter dated 5.10.2016 (which was earlier sent to his Bangalore address) received in email on 12.12.2016 by appellant (Page 166-167, Exhibit G) intimated the status of his shares and sought certain information. The appellant sent all the required documents to the 2nd respondent vide letter dated 14.12.2016 (Page 200) and also demanded bonus shares issued by the 1st respondent but the same were not provided by the 2nd respondent. The appellant demanded Bonus shares as the 1st respondent had announced issuance of Bonus shares in July/August, 2016 in 1:1 ratio to the existing shareholders.

6. The appellant has submitted that the 1st respondent vide their letter dated 5.10.2016 which was received on 12.12.2016 (Page 166-167) had intimated that 3rd respondent, who was` appointed as Registrar and Share Transfer Agent of 1st respondent on 01.03.2010, had indulged into illegal activities of transferring and dealing of the shares of the 1st respondent and SEBI instituted suo motu proceedings against the 3rd respondent. 1st respondent in the said letter intimated that the shares belonging to appellant were transferred to some other person on 10.12.2015 and the said shares are in the list of “suspicious transfers” as made during the period of 3rd respondent. The appellant, to establish the suspicious transfer, have submitted a copy of letter dated 21.6.2016 of auditor Ernst and Young who were appointed by SEBI to conduct investigation and also submitted a copy of police complaint made by the 1st respondent against 3rd respondent (Page 226-231) that it is established that the transaction has been done by 3rd respondent fraudulently without the knowledge/confirmation/consent of the appellant. The appellant submits that he never transferred any of his shares to anybody till the date. The appellant submits that the Respondents instead of cooperating with the appellant, who is a shareholder, created hurdles and troubles in issuance of duplicate share certificate. Being aggrieved the appellant filed a CP before the NCLT. After hearing the parties the Ld. NCLT passed the order dated 9th June, 2017, the relevant portion of which is as under :

“26. In the case on hand, there is a dispute