MILAN MANNAversusTHE CUSTODIAN AND ORS.

                                                                          15-SPMA37-2025.DOC

                                                                                      Santosh
                                    IN THE SPECIAL COURT AT BOMBAY
                       Constituted under the Special Court [Trial of Offences Relating
                                  to Transactions in Securities] Act, 1992

                                     MISC. APPLICATION NO. 37 OF 2025

                      Milan Manna                                               ...Applicant
                                       Versus
                      The Custodian and Ors.                               …Respondents

                      None for the Applicant.
                      Mr. Gandhar Raikar, a/w Ms. Shilpa Bhate (through VC) and
                           Ms. Payal Mehta, for the Custodian – Respondent No.1.
                      Ms. Kinjal Kakkad, a/w Mr. Vipul Shukla, for Respondent
SANTOSH                    No.2.
SUBHASH               Mr. Ashwin Mehta, for the Notiied Party.
KULKARNI
Digitally signed by
SANTOSH SUBHASH
KULKARNI                                            CORAM:       N. J. JAMADAR, J.
Date: 2026.06.16
18:37:48 +0530
                                                                 Judge, Special Court
                                                    DATED :      12th JUNE, 2026
                      Order:-

                      1.   None present for the applicant.

                      2.   This is an application for certiication of 1000 shares of

                      Reliance Petrochemicals Limited (RPL-R2) bearing Certiicate

                      No.05183887-3896; Distinctive Nos. 239832100–3099 and Folio

                      No. 59291165.

                      3.   The     applicant   asserts    that   Jahar    Lal   Manna,       the

                      applicant's late father had purchased the afore-described 1000

                      shares of RPL (R2) in the name of the applicant through MLB.

                      Securities   Limited,    formerly    Manik    Lal    Bhaia     (R5),     a


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stockbroker. At the time of the acquisition of the shares, the

applicant was 25 years of age and had not known about the said

transaction.

4.   The applicant avers, on 19th February, 1992 the subject

shares were purchased as a part of an exchange transaction

whereunder the applicant's father had sold 100 shares of

Dalmia Cement Limited at the rate of Rs.238.20 per share

through R5. After adjustment of the price of the shares, the

credit balance of Rs.120/- was received by the applicant's father

from R5.

5.   The applicant has placed on record the original share

certiicate, the original transfer deed, the bill (Exhibit-A) dated

4th March, 1992, the contract note and a certiicate issued by

MLB Securities (R5) that the subject shares were sold to the

applicant vide Bill No. 80 dated 4 th March, 1992 in lieu of the

price of 100 shares of Dalmia Cement Limited and no amount

was outstanding or due from the applicant in respect of the said

transaction.

6.   The shares were initially allotted to Growmore Research

and Assets Management Limited (R6), which came to be notiied

under Section 3(2) of the Special Court (Trial of Offences

Relating to Transactions in Securities) Act, 1992 (“the TORT

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Act”). Consequent to the notiication of R6, the subject shares

stood attached under Section 3(3) of the TORT Act and,

thereupon, the applicant's father allegedly delivered the subject

shares to R5 for obtaining requisite clearance. The applicant has

made an endeavour to account for the delay. It is, inter alia,

asserted that the applicant had no knowledge about the

existence of the subject shares prior to March 2025.

7.   The Custodian has iled a certiication report. The

Custodian claims to have examined the claim of the applicant in

the light of the parameters delineated by this Court by order

dated 27th and 31st April, 1992 in Petition Nos. 1, 2 and 3 of

1993. The Custodian contends that the applicant has produced

the original share certiicate, original transfer form, contract

note dated 19th February, 1992 and the bill dated 4th March,

1992 to substantiate his claim. However, the applicant has not

placed on record independent proof of payment and proof of

delivery in the Stock Exchange.

8.   The Custodian has furnished the details as to the

current position of the shares; accretions and accruals and the

dividend paid thereon, as provided by KFin Technologies Limited

(R4), the RTA of RPL (R2), in paragraph 9(G) of the certiication

report.

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9.    Since the applicant did not appear, this Court has perused

the material on record, and heard Mr. Gandhar Raikar, the

learned Counsel for the Custodian and Mr. Ashwin Mehta, the

learned Counsel for the Notiied Party.

10.   At the outset, it is necessary to note that, the share

certiicate reveals that the shares were allotted to Growmore (R6)

on 22nd January, 1992 during the statutory period. The

transaction in question was effected on 19 th February, 1992

again during the statutory period. Growmore (R6) was notiied

on 8th June, 1992 under Section 3(2) of the TORT Act. The share

certiicate further reveals that the shares had been issued in

lieu of the corresponding debenture certiicate(s) on conversion

of the relevant debentures, with effect from 27th October, 1991.

11.   The share transfer deed reveals that from the date of

allotment till the purchase of the shares by the applicant, the

shares changed hands. The last delivery broker was Manik Lal

Bhaia. The share transfer form further indicates that the

transferor had duly executed the transfer deed. The requisite

particulars   including   the   number   of   shares,   distinctive

numbers, certiicate number and folio number do ind mention

therein.



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12.     The aforesaid evidence, which appears to be rather

unimpeachable, is required to be appreciated in the light of the

documents tendered by the applicant to substantiate his claim.

The contract note reveals that, the transaction was in the

nature of an exchange transaction. The 1000 shares of RPL were

purchased at the rate of Rs. 23.70 against the sale of 100 shares

of Dalmia Cement at the rate of Rs. 238.20. The bill dated 4 th

March, 1992 provides further support to the claim of the

applicant. A copy of the sale bill dated 24 th February, 1992,

issued by the father of the applicant on behalf of the applicant,

lends further assurance. MLB Securities (R5) has also issued a

certiicate to substantiate the genuineness of the transaction

and recorded that it has no objection if the subject shares are

registered in the name of the applicant.

13.     Cumulatively, the documents on record in the nature of

the bill, contract note and sale note fortify the claim of the

applicant. All the requisite documents which are necessary for

declaring the acquisition as a bona ide purchase are placed on

record. The absence of proof of payment in the form of the bank

statements, etc., does not detract materially from the applicant's

claim    as    the   transaction   was   essentially   an   exchange

transaction.

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14.   Mr. Raikar, the learned counsel for the Custodian, fairly

submitted that the applicant has placed on record all the

material documents which indicate that the applicant was a

genuine and bona ide purchaser. Mr. Mehta, the learned

Counsel for the Notiied Party, also fairly submitted that in the

case at hand the applicant has placed on record all the relevant

documents to seek certiication of the subject shares.

15.   Indeed, there is delay in approaching the Court to seek

certiication of the subject shares. However, in the light of the

reasons ascribed in the application and documents which

unmistakably    indicate   that    the   application   satisies   the

parameters for certiication, mere delay in seeking certiication,

by itself, cannot be a justiiable ground for rejection of the

prayer. A proitable reference in this context can be made to the

decision of the Supreme Court in the case L. S. Synthetics

Limited vs Fairgrowth Financial Services Limited and another1.

16.   In view of the aforesaid exposition of law, the aspect of

delay, in the background of the attendant facts, pales in

signiicance. The applicant appears to be a genuine and bona

ide purchaser of the subject shares for value.

17.   Resultantly, the application deserves to be allowed.

1     (2004) 11 SCC 456.
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18.     Hence, the following order:

                             :ORDER:

(i)      The application stands partly allowed.

(ii)     The prayer for certiication of 1000 shares bearing

         Certiicate     No.05183887-3896,         Distinctive     Nos.

         239832100–3099 and Folio No. 59291165,          standing in

         the name of Growmore (R6), stands allowed.

(iii)    The Custodian (R1) shall take necessary steps to transfer

         the 1000 shares standing in the name of Growmore (R6),

         alongwith all accruals and dividends as indicated in

         paragraph 9(G) of the certiication report.

(iv)     The needful be done within a period of eight weeks from

         the date of uploading of this order.

         Application disposed.


                                            [N. J. JAMADAR, J.]




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