IN THE NATIONAL COMPANY LAW APPELLATE TRIBUNAL

COMPANY APPELLATE JURISDICTION

Company Appeal (AT) No. 82 of 2017

(arising out of Order dated ^10th February 2017 passed by NCLT, Chennai

Bench in T.C.P No229 of 229 in C.P.No. 13 of 2015)

M/s MRF Limited and Others

Appellants

Vs.

M/s Oriental Insurance Company Ltd. & Ors.

Respondents

Present: For Appellants: Mr.' Arun Kathpalia, Sr. Advocate with

Ms. Surekha Raman and Mr. Anuj Sarma, Advocates.

For Respondents: Mr. Kamal Agarwal, PCS

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

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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.

Pst Appellant received documents dated 28.03.1996 for transfer of 50

shares contained in share Certificate No.193872 in favour of the 3''

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.

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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 3' 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 n