ORDER

1. This Company Appeal 1043 of 2019 is filed by Mittal Portfolio Private Limited under Section 58 and 59 of the Companies Act, 2019 seeking following reliefs: -

a. An order directing the respondent company to issue in favour of the Petitioner Share Certificates for its 125 shares having face value of Rs. 10 each, in such form and manner as this Hon’ble Tribunal may deem appropriate, in lieu of 250 shares of Sahu Properties Limited under the Folio No. 176 having face value of Rs. 5 each originally issued in favour of B. Gulab Chand Bora upon transmitting the same in favour of the legal heir of the said B. Gulab Chand Bora namely Narender Bora and thereupon giving effect to the transfer thereof in favour of the petitioner;

b. An order directing the respondent company to rectify its Register of Members and enter the name of the petitioner therein against its 125 shares having face value of Rs. 10 each issued in the petitioner’s favour in lieu of the 250 shares of Sahu properties Limited under the Folio No. 176 having face value of Rs. 5 each originally issued in favour of B. Gulab Chand Bora;

c. An order directing the respondent company to confer upon the petitioner all the accruals of the subject shares, if any, together with an interest – past, pendent lite and future, there on at the rate of 18% per annum with effect from march 30, 2011 till the disposal of this Application;

d. An order penalizing the respondent for non-compliance of the relevant provisions of the Companies Act, 2013, Securities and Exchange Board of India Act, 1992 and Rules and Regulations framed thereunder from time to time;

e. The cost of the present proceedings;

f. Such further order or orders be passed and/or direction or directions be issued as this Hon’ble Tribunal deems appropriate in the interest of justice;

2. Submissions on the behalf of Appellant:

i. The present Appeal seeks direction for transmission and consequent transfer of 125 equity shares (₹10 each) of Camac Commercial Company Limited, arising out of 250 shares (₹5 each) originally held in Sahu Properties Limited by late Mr. B. Gulab Chand Bora, who expired on 29.06.1987. Upon amalgamation in 2002, the entitlement stands converted to 125 equity shares of the Respondent Company.

ii. It is submitted that upon the death of a shareholder, ownership in the securities vests immediately in the legal heirs. One of the legal heirs, having executed a “No Objection Certificate” in favour of Mr. Narender Bora, the said Narender Bora validly sold the shares to the Petitioner on 18.12.2010 for valuable consideration, supported by duly executed transfer documents.

iii. The Respondent being a listed entity is bound by applicable provisions of the Companies Act, 2013, SEBI Act, 1992, Securities Contracts (Regulation) Act, 1956, and relevant SEBI circulars governing transmission and transfer of securities. The Petitioner has, since 2011, made repeated applications for exchange, transmission, and transfer, and has furnished all requisite documents as called for from time to time, including the Will, indemnity, affidavit, and other supporting records.

iv. The SEBI circulars dated 28.10.2013, 15.09.2016, and 06.11.2018 clearly relaxed the documentary requirements, particularly where the value of securities is below ₹2,00,000/-. In the present case, the value of shares is approximately ₹73,375/-, and therefore insistence on additional documents such as probate, succession certificate, or further confirmations is contrary to the said circulars.

v. The Respondent’s repeated insistence on additional documents, despite full compliance by the Petitioner, is arbitrary, unreasonable, and in violation of binding regulatory framework. The refusal dated 22.03.2019 is based on an erroneous interpretation of SEBI circular dated 06.11.2018 and fails to consider provisions enabling transfer in cases of non-cooperation or unavailability of transferor.

vi. The interpretation of Indian Succession Act, 1925 and S