ORDER
S. Balasubramanian, Chairman
1. In this petition filed under Section 111A of the Companies Act, 1956, the petitioner has sought for a declaration that the petitioner is the legal and beneficial owner of 100 shares of ITC Ltd. (“respondent-company”) bearing distinctive Nos. 39764494 to 39764593, and bearing certificate No. 470128 and to direct the respondent-company to register the name of the petitioner as legal owner of these shares and also to pay the dividend, bonus and all other benefits accrued thereon.
2. The facts of the case are that the petitioner purchased the impugned 100 shares through the second respondent, being a stock broker, in October 1998, along with further 19,900 shares of the respondent-company, the purchase of which is reflected in the bill dated October 17,1998, presented by the broker. Share certificates along with transfer deeds for the entire 20,000 shares were lodged with the company for registration of transfer. By a letter dated August 24, 2000, the respondent-company declined the request for registration of transfer of the impugned 100 shares on the ground that the signature of the holder did not match with the specimen and the validity period of the transfer deed had expired. Thereafter, the petitioner repeatedly requested the third respondent, being the transferor, to execute a fresh transfer deed to which request the third respondent has not responded. Accordingly, the petitioner has filed this petition seeking for the relief already mentioned.
3. In the reply, the respondent-company has submitted that in December 1996, the company has received the concerned share certificate from Citibank along with other share certificates in respect of 500 shares, standing in the name of the third respondent, along with transfer deeds for transfer. Since there was mismatch of signature, the share certificates were returned to Citibank and the third respondent was also informed of the same by a letter dated January 27, 1997. By letters dated February 10, 1997, and June 11, 1997, the third respondent informed the respondent-company that he had lost share certificates relating to 1,400 shares of which the shares impugned in the petition was also a part and advised the company not to effect any transfer of these stolen shares. By a letter dated July 24, 1997, the respondent-company informed the third respondent that out of 1,400 shares, reportedly lost by the third respondent, 900 shares had already been transferred and advised him to take proper legal action, if he so desired. As far as the shares impugned in the petition are concerned, since there was a mismatch of signature and also the validity period of transfer deed had expired, the respondent-company declined to register the transfer. It is also stated that right from the time the petitioner lodged the shares for registration of transfer, no benefits have been sent to the third respondent.
4. In spite of repeated notices, the third respondent has neither filed his reply nor entered appearance at the time of hearings. In view of the fact that the purchase of the impugned shares by the petitioner has been established from the documents attached with the petition, the only issue for consideration is whether the company should be directed to register the transfer. Since the third respondent has not shown any interest in spite of notices, I direct the respondent-company to register the impugned shares in favour of the petitioner on the authority of this order. However, two month’s notice should be given to the third respondent asking him to produce a restraint order from a competent court of law in case he was any objection to the registration in favour of the petitioner. In case the respondent-company does not receive any response from the third respondent within two months, the company shall register the shares in the name of the petitioner and shall pass on all the benefits like dividend, bonus shares, etc., which have been withheld by the company.
5. The petition is disposed of with the above directions with no order as to costs.