ORDER
S. Balasubramanian, Chairman
1. This is a petition filed under Section 111A of the Companies Act, 1956, seeking for directions to M/s. Gour Nitye Tea and Industries Ltd. (“the company”) to transmit 332 equity shares in the name of the petitioner.
2. The facts of the case are that one Dr. Swadesh Ch. Dutta held 332 equity shares of Rs. 500 each in the company. He expired in October 1994, leaving behind his wife and one daughter as legal heirs. The petitioner obtained a succession certificate from the competent court of law in July 1997, and on January 1, 1998, she applied to the company for transmission of the impugned shares in her name along with share certificates, a copy of death certificate and also a copy of succession certificate. By a letter dated February 27,1998, the company pointed out that even though the deceased had left behind one daughter, yet the succession certificate had been issued only in the name of the petitioner and that in the succession certificate the value of the shares had been indicated at Rs. 20 per share while the present value of the shares was Rs. 500. Accordingly, pointing out that proper stamp duty has not been paid, the company sought for clarification from the petitioner. By a letter dated December 24,1998, the petitioner informed the company that her daughter appeared before the court and on her expressing that she had no objection for issue of the succession certificate in favour of the petitioner, the same was issued. In so far as the stamp duty is concerned, the petitioner pointed out that the court was convinced of the stamp duty paid and as such the company cannot raise any objection on this account. According to the petitioner, in spite of repeated reminders thereafter, the company has not taken any action and accordingly, she had filed the present petition.
3. In the reply to the petition, the company has once again raised the only objection that without payment of proper ad valorem duty on the market value of the shares at Rs. 500 per share, the succession certificate has been obtained and as such if the petitioner pays proper stamp duty on the market value of the shares and not on the face value, the company is prepared to transmit the impugned shares.
4. The matter was fixed for hearing on March 17, 2006, with due notices to the parties, but none appeared for the respondent. Again the matter was fixed on June 19, 2006, with due notices to the parties, but neither the petitioner nor the respondent appeared on that date. In the hearing held on July 26, 2006, with due notices to the parties, respondent was not represented and as such, the matter was heard ex parte.
5. The objection by the company that stamp duty should have been paid on the market value and not on face value is not sustainable. It is for the court granting the succession certificate to determine the stamp duty payable. The company is not in any way concerned about the stamp duty and as long as the legal heir produces a succession certificate from a competent court of law, it is the duty of the company to register the shares mentioned therein. Accordingly, I direct the company to transmit 332 equity shares impugned in the petition in the name of the petitioner, within 15 (fifteen) days of receipt of this order. I also direct the company simultaneously to release all the dividends due on the shares which remain unpaid. Since the petitioner has been able to lodge certificates relating only to 318 shares, the company will also issue duplicate share certificate within the same period for the remaining 14 shares.
6. The petition is disposed of with the above directions with no order as to costs.