Bombay High Court
TARUN BANSALversusTHE CUSTODIAN AND ORS
- Decided
- Disposal
- DISPOSED OFF
- Bench
- N JAMADAR
Holding
The stop‑transfer direction was lifted because the shares had undergone successive transfers after 8 June 1992, and the applicant’s petition for certification was allowed.
Summary
The applicant, Tarun Bansal, sought certification and transfer of 100 Apollo Tyres Ltd. shares that were allegedly purchased from Keshoram Securities in 2000. The Custodian had placed a stop‑transfer order on the shares, citing an earlier court order, and the applicant was directed to approach the Custodian. The Custodian’s report highlighted missing payment proof and alleged forged documents, while the respondent companies confirmed that the shares were registered in the name of Rajesh Kumar Bansal and were subject to the stop‑transfer direction. The court examined the history of successive transfers of the shares after 8 June 1992 and applied the order dated 5 May 2001, which lifts stop‑transfer directions for shares that have undergone such transfers. Concluding that the shares fell within the first category where the restriction is lifted, the court allowed the certification and ordered the Custodian to transfer the shares with all accruals within eight weeks.
Issues considered
- Whether the stop‑transfer direction issued by the Custodian continues to apply to the subject shares.
- Whether the applicant is entitled to certification and transfer of the shares despite alleged deficiencies in documentation.
- Whether successive transfers of the shares after 8 June 1992 lift the stop‑transfer restriction under the order dated 5 May 2001.
Legislation cited
Subjects
- certification of shares
- stop‑transfer direction
- successive transfers
- dematerialisation
- Securities law
- custodian orders
- Apollo Tyres Ltd.
Judgment
Digitally signed
SWAROOP by SWAROOP
SHARAD
SHARAD PHADKE
PHADKE Date: 2026.07.28 3 spma 25 of 2025-2.doc
11:01:17 +0530
IN THE SPECIAL COURT
(TRIAL OF OFFENCES RELATING TO TRANSACTIONS
IN SECURITIES) ACT, 1992
MISC. APPLICATION NO.25 OF 2025
Tarun Bansal … Applicant
versus
The Custodian and Ors. … Respondents
Mr. Rohan S.Darade i/by Mr. Sidheshwar N. Biradar, for Applicant.
Mr. Gandhar Raikar with Ms. Shilpa Bhate (through VC), Ms. Payal Mehta, for
Custodian.
Mr. Ashwin Mehta, for Notified party.
Mr. Siddhant Marathe i/by Mr. Shardul Amarchand Mangaldas and Co., for
Respondent No.2.
CORAM: N.J.JAMADAR, J.
JUDGE, SPECIAL COURT
DATE : 17 JULY 2026
P.C.
1. Heard the learned Counsel for the parties.
2. This is an application for certification of 100 shares of Apollo Tyres Ltd.
(ATL) – Respondent No.2, having Certificate Nos.03003899 to 03003900
Distinctive Nos.18123156 – 18123205 and 18123106 – 18123155, Folio
No.0110731 (the subject shares).
3. The Applicant claimed to have purchased the subject shares from
Keshoram Securities & Financial Services Pvt. Ltd. - Respondent No.3, for a
consideration of Rs.9,800/-. The payment was settled through cash. In the
year 2000, the Applicant lodged the shares for transfer with ATL – R2.
SSP 1/7
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Thereupon, the applicant was informed that the subject shares were part of
those shares in respect of which Respondent No.1 had instructed ATL – R2
not to give effect to any transfer. The Applicant was advised to approach the
office of the Custodian.
4. Eventually, pursuant to a communication addressed by ATL – R2 on 5
February 2025, apprising the applicant about the order passed by 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 (R1) has filed a Certification Report. The Custodian had,
inter alia, asserted that the applicant has submitted photocopies of two share
certificates and share transfer forms, the bill dated 14 February 2000 and the
certificate issued by Delhi Stock Exchange confirming the purchase of shares
and payment through clearing settlement account by market delivery. The
applicant has not submitted the Contract Note and proof of payment.
6. The Custodian further contended that, Kfin Technologies Ltd., the
Registrar and Transfer Agents of ATL – R2, has confirmed that the sbject
shares were registered under F.No.0110731 in the name of Mr. Rajesh Kumar
Bansal and they formed part of the subject matter of M.A.No.39 of 2018 and
were under the stop transfer instructions.
7. Smt. Jyoti Mehta has filed an affidavit in reply and opposed the prayer
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for certification. It was contended that, the claim for certification is based on
false and forged documents.
8. ATL – R2 has also filed an affidavit in reply. ATL – R2 contends that the
records maintained by ATL – R2 revealed that the subject shares stood in the
name of Mr. Rajesh Kumar Bansal. The transfer of the subject shares in the
name of the applicant was declined in view of the stop transfer instructions
issued by the Custodian (R1).
9. From the perusal of the documents annexed to the application, it
becomes evident that the subject shares were initially allotted to Khemchand
Motilal Zararia in the year 1991. Thereafter, the subject shares changed
hands. The Memorandum of Transfers reveals that the shares were
subsequently registered in the name of Satyanarayan Nangalia and
Jagmohan Nangalia, Stock Holding Corporation of India Ltd., Morgan Stanley
Asset Management and, eventually, on 10 September 1999, in the name of
Mr. Rajesh Kumar Bansal. The bill issued by Respondent No.3 indicates that
the subject shares were purchased by the applicant on 8 February 2000 for a
price of Rs.98/- per share.
10. The Delhi Stock Exchange has certified that the subject shares were
purchased in the year 1999 through Delhi Stock Exchange Limited as per the
normal procedure and payment was also made from clearing settlement
account. The share transfer deed (Exh.E colly) indicates that the transferor
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had executed the same.
11. Mr. Mehta, learned Counsel for the Notified Party – Respondent No.4,
submitted that the share transfer form bears out the falsity of the claim of the
applicant. Amplifying the submission, Mr. Mehta would urge, the share
transfer forms bear the seal of the Registrar of Companies dated 9 March
2000, and, thus, those documents could not have been executed on 14
February 2000.
12. As noted above, the communication addressed by Kfin Technologies
Ltd., Registrar and Transfer Agent of ATL (R2), clearly records that the shares
are registered in the name of Mr. Rajesh Kumar Bansal. ATL (R2) has
affirmed on an affidavit that the shares stood registered in the name of Mr.
Rajesh Kumar Bansal.
13. In the aforesaid view of the matter, it becomes abundantly clear that
there were successive transfers of the subject shares, post the date of
notification. The first transfer was on 20 August 1992 in favour of
Satyanarayan Nangalia and Jagmohan Nangalia. Thereafter, in the year
1993, the subject shares were transferred in the name of Stock Holding
Corporation of India. Morgan Stanley Asset Management became the
registered owner of the subject shares in the year 1998. Mr. Rajesh Kumar
Bansal became the registered holder of the subject shares on 10 September
1999. In view of the successive transfers, the case would be covered by first
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category, carved out by the order dated 5 May 2001 in MP No.88 of 2000,
whereby the stop transfer directions issued by the Custodian stood lifted in
case of successive transfers, after 8 June 1992.
14. The operative directions in the order dated 5th May 2001 read as under :
“The Custodian is directed to inform the said companies
that they are free to transfer / demat 27 lakh shares
whose particulars are given in Exhibit G to the Petition,
except those shares which have not been transferred in
the books of the companies till today since 8 th June
1992. In other words, in case of successive transfers
after 8th June 1992, the Stop Transfer Direction of the
Custodian to the companies stands lifted whereas in
cases where shares continue to stand in the name of the
registered holder as on the date of the Notification i.e. 8 th
June 1992 till today, the Stop Transfer Direction given by
the Custodian will continue to operate. In the latter case,
the purchasers of the shares will have to approach this
Court for certification and thereupon the Court will
examine such cases individually on the basis of
bonafides of the transaction as well as the proof of
payment.
Accordingly, the Custodian is directed to forward copy of
this order to each of the said 90 companies who, in turn,
will intimate the same to the holders seeking
transfer/demat of their respective shares. However, it is
made clear that those shares which are the subject
matter of the earlier orders of this Court shall continue to
be governed by such orders.”
SSP 5/7
3 spma 25 of 2025-2.doc
15. In the case at hand, the material on record indicates that, there were
successive transfers after 8th June 1992 before the subject shares came to be
registered in the name of Rajesh Kumar Bansal. Clearly the instant case
would be covered by the first category in respect of which the stop transfer
instructions issued by the Custodian stood lifted.
16. In the aforesaid view of the matter, even if the objection of Mr. Mehta in
regard to the discrepancy in the date of the execution of the transfer deeds is
considered, yet, the fact remains that there were multiple transfers of the
subject shares, after 8 June 1992. Moreover, the transfer deeds appear to
have been executed on 29 April 2000. Thus, as the case in hand seems to be
governed by the first category, as carved out by the order dated 5 May 2001,
the restraint on the transfer / de-materalization of the shares deserves to be
lifted.
17. For the foregoing reasons, the application deserves to be allowed.
18. Hence, the following order :
ORDER
(i) The Misc. Application stands allowed.
(ii) The prayer for certification of 100 shares of Apollo Tyres Ltd. (R2)
bearing Certificate Nos.03003899 to 03003900 Distinctive Nos.18123156 –
18123205 and 18123106 – 18123155, Folio No.0110731 stands allowed.
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(iii) The Custodian (R1) shall take necessary steps to transfer the
subject 100 shares along with all accruals and dividends, as indicated in para
No.10 of the Certification Report, in favour of the applicant, within a period of
eight weeks from today.
Misc. Application stands disposed.
( N.J.JAMADAR, J. )
SSP 7/7
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