JUDGEMENT :

Sudhansu Jyoti Mukhopadhaya, J.

Appellants have challenged the order dated 10th February 2017 passed by the National Company Law Tribunal (hereinafter referred to as the Tribunal), Chennai Bench whereby and whereunder the Tribunal disposed the petition preferred by respondent under section 59 of the Companies Act 2013 with following observations and directions: -

"12. It is otherwise a fact that Respondent-I suggested to seek indulgence of the court for obtaining appropriate order. It is also an admitted fact that the shares were in the name of 3rd Respondent, which by the process of trading has gone to Respondent-2 who insured the same with the petitioner and when the shares were lost he has lodged a police complaint and made a claim against the petitioner. The petitioner, after following the procedure, has settled the claim and made the payment and obtained the subrogation-cum special power of attorney form Respondent-2. In the light of the law of subrogation, the petitioner seems to be entitled to have the shares registered in his name and removal of the name of 3rd Respondent, thereby he will be entitled to get duplicate share certificates with all consequential benefits accrued thereon.

13. In the light of the above, the Respondent-I is directed to rectify the register of members by entering the name of the petitioner and deleting the name of Respondent-3, then to issue the duplicate share certificate in favour of the petitioner with all consequential benefits accrued thereon. The petitioner is directed to produce all the papers relevant to the case to the Respondent-I along with an indemnity bond within a period of three weeks. Thereafter, within ten days, Respondent-I shall comply with the order. Accordingly, the petition is disposed of.

2. The relevant facts are as follows:-

The 2nd respondent Sanchit Financial and Management. Services Limited claimed to have executed a transaction for sale of 50 shares of MRF Limited (appellant herein) on 22.02.1996 on behalf of its client viz. Naresh Financial Consultancy through NSE Trading Terminal. The share certificates along with Transfer Deed executed by the Transferor (Rohit Kumar jointly with Ashwani Kumar) had been delivered to the said broker and were to be delivered to NSE for pay-in-dated 11.03.1996. The 2nd Respondent is stated to have realized that the said shares and the transfer deed were missing from their office.

3. 1st Appellant received documents dated 28.03.1996 for transfer of 50 shares contained in share Certificate No.193872 in favour of the 3rd Respondent-Morgan Stanley Asset Management Inc. and after verification, the transfer was put through and the shares were transferred in the name of the 3rd Respondent.

4. 1st Appellant thereafter received an undated letter from the 2nd Respondent stating that Share Certificate No. 193872 containing 50 shares has been lost and requesting the 1st appellant to stop the transfer of 50 shares, and further seeking issuance of duplicate share certificates.

5. The 2nd Respondent was informed by the 1st Appellant that any request for stop transfer or issuance of duplicate share certificates can be entertained only from the 3rd Respondent as the shares are already held in the name of the 3rd Respondent in the records of the 1st Appellant Company and without any appropriate order from a Court of Competent Jurisdiction, such stop transfer could not be entertained.

6. Thereafter, respondents filed a Suit No. 3653/1997 in the High Court of Judicature at Bombay inter alia seeking a declaration that the Plaintiff No.2 therein 1st Respondent herein is absolute owner of the equity shares of the 1st Appellant Company and is entitled to right, title and interest whatsoever in the said shares. An interim injunction to stay the transfer was made absolute. In the said suit a written statement was filed by the 1st Appellant who was 1st Respondent in the above said Suit.

7. Subsequently, by letter dated 5th March 2011 it was admitted by 1st