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 1000 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 29.7.2011 and BSE Notice No.20120215-5 dated 15.2.2012and thereby the shareholding of the petitioner, as per the Register of Members of the 1st respondent as on 30th June, 2015, was 5000 equity shares (Page No.81).

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 Anantapur to Hyderabad and, therefore, the 3rd respondent could not have transferred the shares to anyone. 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 12.05.2016 (page 82). 2nd respondent vide letter dated 5.07.2016 (Page 83,) intimated the status of his shares and sought certain information. The appellant sent all the required documents to the 2nd respondent vide letter dated 12.09.2016 (Page 84) and also demanded bonus shares, which were announced in July/August, 2016 by 1st respondent, issued by the 1st respondent and also unclaimed dividend but the same were not provided by the 2nd respondent.

6. The appellant has submitted that the 1st respondent vide their letter dated 5.10.2016 (page 95-96) confirming the status of the appellant as the bonafide registered shareholder and had also intimated that their former Registrar and Transfer Agent i.e. 3rd respondent 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 me 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 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 and the shares are held by him only. 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 whether the shares of the petitioner were, in fact, tra