Red Entertainment Ltd. received a transfer deed for registration of transfer of shares to Sakshi, daughter of Arun. After registering the transfer, the company sent the certificate to another Sakshi, daughter of Barun. T
CS Executive · Company Law · PYQS · June 2021
Red Entertainment Ltd. received a transfer deed for registration of transfer of shares to Sakshi, daughter of Arun. After registering the transfer, the company sent the certificate to another Sakshi, daughter of Barun. The Sakshi, daughter of Barun, refused to part with share certificate and pledged the certificate to Pyramid Bank. Discuss the remedy, if any, available to Sakshi, daughter of Arun, in this case.
Answer & Explanation:
Legal Principle: A company has a duty to send the share certificate after transfer to the person who lodged the share certificates for transfer or to a person whom he has directed to be sent. Sending it to the wrong person constitutes a breach of this duty. Case Reference: The facts in the given case under reference are similar to the facts of BPL Sanyo Technology Ltd. vs. Rahul Agarwal [1995] 83 Comp Cas 885 decided by the Rajasthan High Court. In the said case, the Rajasthan High Court held that if a company erroneously sends a share certificate to the wrong person, and that person refuses to return it or pledges it, the real owner has remedies. Application to the given case: Red Entertainment Ltd. made an error by sending the share certificate meant for Sakshi, daughter of Arun, to another Sakshi, daughter of Barun. The Sakshi, daughter of Barun, has refused to return the certificate and has pledged it to Pyramid Bank, creating a complex situation for the rightful owner, Sakshi, daughter of Arun. Remedy available to Sakshi, daughter of Arun: Following the principles established in similar cases, Sakshi, daughter of Arun, has the following remedies: The company (Red Entertainment Ltd.) should be directed to **cancel the erroneously issued share certificate** held by Sakshi, daughter of Barun. The company should then **issue a duplicate share certificate** to the real owner, Sakshi, daughter of Arun. The company should also **compensate Sakshi, daughter of Arun**, for any losses or damages incurred due to the company's error, including any incidental benefits accruing to the shares in the meantime (e.g., dividends, bonus shares). Pyramid Bank, having received the certificate from the wrong person, would likely have to surrender the original certificate, and its claim would be against Sakshi, daughter of Barun, not against the company or the rightful owner.
Topics: Company Law
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