NCLT Ahmedabad Orders Share Register Rectification in Ambuja Cements Case: Fraudulent Transfer of 21,000 Shares Set Aside
Case Overview
Case: Ambuja Cements Limited Vs Rajashree Sachin Kulkarni & Ors.
Forum: National Company Law Tribunal, Ahmedabad
Provision Invoked: Section 59 of the Companies Act, 2013 read with Rule 70 of the National Company Law Tribunal Rules, 2016
The NCLT Ahmedabad Bench recently delivered a significant ruling in a share transfer dispute involving Ambuja Cements Limited, one of India's prominent listed cement manufacturers. The Tribunal ordered rectification of the company's Register of Members, directing restoration of 21,000 equity shares to their original joint holders after concluding that the transfer of these shares to another individual was wholly unsubstantiated and carried out without sufficient legal cause. The transferee — despite being given repeated opportunities across multiple years — failed to appear before either the Registrar and Transfer Agent (RTA) or the Tribunal to establish any lawful title over the disputed shares.
Background and Factual Matrix
The Original Shareholding
Respondents No. 1 and 2 — the original joint owners — held 21,000 equity shares of face value Rs. 2/- each in Ambuja Cements Limited under two separate folios:
| Folio No. | Certificate No. | Distinctive Numbers | No. of Shares |
|---|---|---|---|
| R19203 | 16188 | 20066936–20070935 | 4,000 |
| R19203 | 16188 | 910700406–910702405 | 2,000 |
| S19235 | 18723 | 22971836–22981835 | 10,000 |
| S19235 | 18723 | 912152795–912157794 | 5,000 |
The original share certificates pertaining to these folios were reported as lost by the original owners.
The Disputed Transfer
On 15 February 2019, MUFG Intime India Pvt. Ltd. (Respondent No. 3), the RTA of Ambuja Cements Limited, received two executed Form SH-4 share transfer deeds, both dated 08 February 2019, along with the aforementioned share certificates. These instruments purported to transfer 6,000 shares under Certificate No. 16188 and 15,000 shares under Certificate No. 18723 from the original joint holders to Respondent No. 4 (the Transferee).
The original joint holders, however, categorically denied having executed or signed any such transfer documents. They alleged outright forgery of their signatures on the transfer forms.
Processing of the Transfer
The RTA issued seller notices dated 25 February 2019, inviting objections within a prescribed period of 15 days. As per the Appellant's submissions, these notices were never actually delivered to the original owners. With no objections recorded, the RTA processed the transfer on 25 March 2019, registered the shares in the Transferee's name under a new Folio No. R500081, and dispatched the endorsed certificates to the Transferee on 29 March 2019.
The Dematerialisation Request and Red Flags
On 31 July 2021, the Transferee submitted a Dematerialisation Request Form (Application No. 203500) through Globe Capital Market Ltd. (Respondent No. 5), a registered Depository Participant. The Depository Participant forwarded the request to the RTA on 02 August 2021.
Upon enhanced scrutiny, the RTA identified inconsistencies and suspicious elements in the KYC documents submitted by the Transferee. The dematerialisation request (DRN No. 9966997) was placed on hold and the original share certificates were retained. The RTA issued a communication (Ref. No. DM511841) dated 17 August 2021, requesting the Depository Participant to direct the Transferee to appear in person along with the original transferors (the joint holders) and valid KYC documents for physical verification.
The Depository Participant forwarded this communication to the Transferee via courier on 23 August 2021. Despite this, the Transferee did not respond or appear.
Discovery by Original Holders and Police Complaint
In January 2023, Respondent No. 2 emailed the RTA seeking information on her holdings and the process for obtaining duplicate share certificates. The RTA's reply dated 18 January 2023 disclosed that the shares had already been transferred — which came as a revelation to the original holders.
Acting swiftly, the original holders filed a police complaint on 29 January 2023 at Malad Police Station, alleging fraudulent transfer of 21,000 equity shares. The police sought assistance from the RTA vide letter dated 02 February 2023, and the RTA furnished relevant documents through letters dated 07 February 2023 and 01 March 2023.
Continued Non-Compliance by Transferee
Despite the following sustained efforts to reach the Transferee, he remained completely unresponsive: