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Bombay High Court

SURYANARAYANA J. K.versusAPOLLO TYRES LTD. AND ORS.

Decided
Disposal
DISPOSED OFF

Holding

The court held that the applicant’s claim is bona fide and ordered certification and transfer of the 25 shares to him.

Summary

The applicant, who had originally subscribed to debentures in Apollo Tyres Ltd. in 1990, sought certification of 25 shares that were issued to him upon conversion of those debentures. When he applied for dematerialisation, he was informed that the shares were under a court‑ordered restraint. The applicant submitted original share certificates and supporting documents proving his entitlement, and the custodian’s certification report accepted the claim as genuine. Both the custodian and the notified party, noting the small quantity of shares, did not object to certification. The Special Court, after considering the submissions, allowed the application and ordered the custodian to transfer the shares along with all accruals and dividends to the applicant within eight weeks. The application was consequently disposed.

Issues considered

  • Whether the shares held under a court‑ordered restraint can be certified and transferred to the applicant.
  • Whether the applicant’s documentary evidence establishes a valid entitlement to the shares.

Subjects

  • share certification
  • dematerialisation
  • court restraint order
  • Securities law
  • custodian
  • share transfer

Judgment

            Digitally signed
SWAROOP by SWAROOP
        SHARAD
SHARAD  PHADKE
PHADKE  Date: 2026.06.23                                         7 spma 22 of 2025.doc
            11:58:53 +0530




                             IN THE SPECIAL COURT
                (TRIAL OF OFFENCES RELATING TO TRANSACTIONS
                            IN SECURITIES) ACT, 1992
                        MISC. APPLICATION NO.22 OF 2025

Suryanarayana J. K.                                   …     Applicant
      versus
Apollo Tyres Ltd. and Ors.                            …     Respondents

None for Applicant.
Mr. Siddhant Marathe i/by Mr. Shardul Amarchand Mangaldas and Co., for
Respondent No.1.
Mr. Gandhar Raikar with Ms. Shilpa Bhate (through VC), Ms. Payal Mehta, for
Custodian.
Mr. Ashwin Mehta, for Notified Party.

                               CORAM:   N.J.JAMADAR, J.
                                        JUDGE, SPECIAL COURT
                               DATE :   19 JUNE 2026

P.C.

1.       Heard the learned Counsel for the parties.

2.       This is an application for certification of 25 shares of Apollo Tyres Ltd.

(R1), having Certificate No.01514043, Distinctive Nos.22725151 to 22725175,

under Folio No.S35702 (the subject shares).

3.       The Applicant claimed that he had initially subscribed to the debentures

in the public issue of ATL (R1) in the year 1990.            Subsequently, those

debentures were converted into shares having face value of Rs.10/-.

Accordingly, letter of allotment came to be issued.          However, when the

Applicant applied for de-materialization of the shares, the Applicant was

informed that the subject shares were under an order of restraint.


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4.    Pursuant to a public notice dated 31 January 2025, published by the

Custodian in pursuance of the directions of this Court in Misc. Application

No.39 of 2018 dated 14 June 2024, the Applicant has preferred this

Application to lift the attachment over the subject shares and to release / pay

all the accruals / accretions and dividend thereon.

5.    The Custodian has filed a certification report. It is, inter alia, submitted

that the Applicant had submitted the original share certificates. Rest of the

requirements, like, contract note, bill / receipt of broker, proof of payment and

proof of delivery in stock exchange, etc., do not apply as the Applicant was

allotted the subject shares in lieu of debentures, to which the Applicant has

subscribed.

6.    The documents annexed to the application lend credence to the claim

of the applicant.     Copies of the debenture certificates, letter advising

exchange of letter of allotment with the debenture certificates, share

certificates which evidence the allotment of the subject shares to the Applicant

and the communication addressed to the applicant when the applicant applied

for de-materialization of the shares, substantiate the claim of the Applicant.

There is an endorsement on the share certificate that the share certificate was

surrendered for de-materialization.

7.    In the face of the aforesaid documents which vouch for the bonafide

acquisition of the subject shares, Mr. Raikar, learned Counsel for the


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Custodian, fairly submitted that the claim of the applicant for certification of

the subject shares appears genuine and justifiable.

8.    Mr. Mehta, learned Counsel for the Notified Party, also fairly submitted

that, having regard to the small quantity of shares, and, in the facts of the

case, without prejudice to the rights and contentions of the Notified Party to

oppose the prayer for certification in other cases, the Notified Party does not

object to the certification of the shares in this case.

9.    In the light of the aforesaid facts and the submissions on behalf of the

Custodian and the Notified Party, the Application deserves to be allowed.

10.   Hence, the following order :

                                         ORDER

      (i)     The Misc. Application stands allowed.

      (ii)    The prayer for certification of 25 shares of Apollo Tyres Ltd. (R1)

bearing Certificate No.01514043, Distinctive Nos.22725151 to 22725175

under Folio No.S35702 stands allowed.

      (iii)   The Custodian (R3) shall take necessary steps to transfer the

subject 25 shares along with all accruals and dividends, as indicated in

paragraph 10 of the Certification Report, in favour of the Applicant, within a

period of eight weeks from today.

      The Misc. Application stands disposed.

                                                            ( N.J.JAMADAR, J. )

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