Rosy is a shareholder in TPT Pvt. Ltd. One day, she received a notice that her name has been removed as a shareholder because her shares have been transferred to another person. What is her legal position in the company

CS Professional · Advanced Company Law and Practice · PYQS · December 2020
Rosy is a shareholder in TPT Pvt. Ltd. One day, she received a notice that her name has been removed as a shareholder because her shares have been transferred to another person. What is her legal position in the company and what course of action she should adopt ?

Answer & Explanation:

In terms of Sec 56 of the Companies Act, 2013 a company shall not register a transfer of securities of the company, other than the transfer between persons both of whose names are entered as holders of beneficial interest in the records of a depository, unless a proper instrument of transfer, in prescribed Form SH-4, duly stamped, dated and executed by or on behalf of the transferor and the transferee and specifying the name, address and occupation, if any, of the transferee has been delivered to the company by the transferor or the transferee within a period of 60 days from the date of execution, along with the certificate relating to the securities, or if no such certificate is in existence, along with the letter of allotment of securities. Transfer of shares without consent of holder of shares and without prior sanction of Board of Directors as required under articles of association of a private company concerned could not be held to be valid. [John Tinson Co. (P) Ltd. v. Surjeet Malhan (1997) 88 Comp Cas 750 (SC)] Accordingly, in the absence of a sufficient cause, Rosy's name ought not to have been removed from the Register of members of the Company and therefore in terms of Sec 59(1) of the Companies Act, 2013 Rosy may prefer an appeal before the Tribunal, or to a competent court outside India, specified by the Central Government by notification, in respect of foreign members or debenture holders residing outside India, for rectification of the Register of Members of TPT Pvt. Ltd.

Topics: Transfer of Shares

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