Sh. Surinder Manhas, the titled complainant claims to have been the lawful Share-Holder (Holding 23800 shares) of M/s C. Mahendera Exports Ltd., the titled opposite party1 (hereinafter, for short 'the OP1') which somehow stands compulsorily delis-ted by the NSE (National Stock Exchange), the titled opposite party3 (hereinafter, called 'the OP3'). Further, the officially designated Valuers (Chartered Accountants) fixed the Fixed Fair Value of its delis-ted share @ Rs.78.18 p that the OP1 Promoters were liable to pay to the complainant upon surrender of his shares. The complainant did apply for surrender of his shares and refund of the Fixed Fair Value through his Demat DP ID No 12069900 Client ID 00022703 with the OP2. However, the OP1 failed to refund him the FFV (Fixed Fair Value) of Rs.18,60,640/- hence, the present complaint for seeking the requisite relief by way of refund of FFV Rs.18,60,640/- along with interest for the delayed period besides Rs.5,000/- each as compensation and cost of litigation.                                                         

2.         Lastly, in support of his prosecution (of the complaint), the complainant has put forth on records the following documents, in evidence, as:

   i)  Ex.CW1/A - Affidavit by the complainant deposing      

   contents of the complaint;

   ii)  Ex.C1 – Public Notice by NSE delis-ting the OP1 Co.;

   iii)  Ex.C2 – DMAT A/c Statement of the complainant with    

   the OP2 Depository;                 

3.        The OP1 Co. (M/s C. Mohendra Exports Ltd., Mumbai) and the OP2 the Stock Broker, in response to the Commission’s Notice/Summons, appeared on 19.11.2020 through their respective counsel/ representative and were told to file written-version on the next date. The OP3 NSE and the OP4 SEBI did not put up appearance and were ordered to be proceeded against ex-parte. However, none appeared again on behalf of the OP1 Co. who was also ordered to be proceeded against ex-parte on 19.03.2021.

4.       The OP2 had filed its Vakalatnama & Written Reply on 17.12.2020. The preliminary first objection being that the complaint was not maintainable in its present form as neither any negligence or any deficiency in service had been alleged against them. Secondly, the commission has no territorial jurisdiction since none of the OP works for gain within its jurisdiction. On merits, the OP2 have denied the contents of first three paragraphs of the complaint. Further, the OP2 claims to have played no role in the delis-ting process of the shares of the OP1. The deli-sting lies within the authority of the OP4 SEBI and the shares get delis-ted from Stock Exchange(s): OP3 NSE. The OP2 Broker had been maintaining only his DMAT A/c (to keep the shares stocked in virtual mode) & to Sell and Buy Shares for its clients from the Stock Exchanges NSE/ BSE & others etc. All other allegations in all other paragraphs of the complaint have been denied being matter of records of for want of knowledge etc. Lastly, the OP2 Broker has produced here i) Director's Affidavit (EX.OP2/1); ii) NSE's Orders - Deli-sting the shares of the OP1 (Ex.OP2/2); iii) SEBI's Notification on the Deli-sting Process dated 10.06.2009 (Ex.OP2/3); and iv) Fresh Certificate of Incorporation of the OP2 (EX.OP2/4); as its supporting documents.                                  

5.       We have carefully examined the documents/evidence produced on record (along with the scope of ‘adverse inference’ for those ignored to be produced) in order to adjudicate/determine the respective ‘claims’ as put-forth by the present litigants in the light of arguments put forth by their respective learned counsels. We find that the complainant has been holding 23800 shares of the OP1 Co. to his credit and thus he has been on the list of shareholders of the OP1 Co. Thus the inter-Se relations between the two were that of 'Shareholder' and 'Limited Co.' and not that of Consumer vis'-a'-vis' Vendor/Service Provider. Shareholder holds a somewhat status more in proximity to that of a partner in business. He has right to 'dividend' and to 'attend and vote' in the AGM (Annual General Meeting) and many other legal rights under Company Laws but no Consumer Rights of whatsoever under the Statutory Consumer Laws. In fact, a shareholder does not fall into the definition of statutory consumer as he trades for earning and sharing of profits i.e., for commercial-purpose and does not even fit into the statutory exception of commercial-purpose i.e., earning of livelihood through self-employment. By the time, the above proposition has been accepted as judge-made consumer law by virtue of repeated verdicts of Senior Courts. 

          In Smc Global Securities Ltd. & ... vs Smt. Bimla Adhikari on 24 February, 2015; the State Consumer Disputes Redressal Commission Uttarakhand (Dehradun) First Appeal No. A/13/179 (Arisen out of Order Dated 03/06/2013 in Case No. 104/2008 of District Nainital)  titled: 1. SMC Global Securities Ltd. & another, New Delhi ...........Appellant(s)   Versus 1. Smt.Bimla Adhikari (W/o M.C. Adhikari) R/o M.C.Vivekanand Enclave, Haldwani, Nainital (Uttarakhand) ...........Respondent(s); BEFORE: HON'BLE MR. D. K.Tyagi, H.J.S. PRESIDING MEMBER & HON'BLE MRS. Veena Sharma MEMBER; have observed as:

  'In recent decision, this Commission, in consumer complaint No. 15 of 2013;  Rakesh Chandra Kaushik vs. Sukesh Jain and Others   has expressed its view that the complainant does not fall under the definition of "consumer" as provided under   Section 2(1)(d) of Consumer Protection Act, 1986 and hence the present   

   consumer complaint filed by complainant is not      

 maintainable before the Consumer Fora and the   

 consumer complaint is liable to be dismissed. In this case   

 citation   V.K. Agarwal (Dr.) vs. Infosys Technologies Ltd.  

 and others; I (2013) CPJ 373 (NC), citation Pahlaj Manamal

 Nichani vs. Mis Process and Customer Complaints and

 another; II (2013) CPJ 105, citation Vijay Kumar vs. Indusind

 Bank; II (2012) CPJ 181 (NC), citation   Ramendra Nath   

 Basu vs. Sanjeev Kapoor and another; I (2009) CPJ 316,

 citation Som Nath Jain vs. R.C. Goenka and another; I (1994)

 CPJ 27 (NC) were also discussed. 

          In the above noted citations the Hon'ble National Commission has held that the sale and purchase of the share are commercial transactions and, therefore, the complainant is not a consumer, a person who purchased share in bulk, cannot be considered as consumer and the dispute arose in that regard cannot be considered as consumer dispute. Regular trading in purchase and sale of shares is a  commercial transaction and only motive of the same is to earn profit. Investor invest money in share trading for earning profit are also undertake huge risk of loss and for which, no one could be held responsible”.           

6.          We find further that even if the OP2 Broker be taken at par with one 'service provider there's no specific relief sought against him and moreover the OP2 has been least associated with deli-sting of shares neither by any delegated/ bestowed upon authority nor by designation/ status. At the best the OP2 may be held at par with a bank holding the customer's shares in D-MAT virtual mode and doing sale/purchase of shares on behalf of the customer on his express instructions, had in advance.                                         

7.          Similarly, the OP3 NSE and the OP4 SEBI have no role to play in getting the Fixed and Fair Value of the delis-ted shares to the shareholders from promoters of one delis-ted company. The NSE functions as Stock Exchange (Auction Holder) merely facilitating trading of listed shares on daily basis. Further, it lists shares and also delis-ts these that meet the prescribed criteria for the same. Whereas, the SEBI has been the supervising authority and manages the overall operations. No doubt, the SEBI appoints valuers C. As. for determining the Fixed & Fair Value of the Delis-ted shares but the recovery of the F & F V by the shareholders from the promoters of the delis-ted Co. has been an inter-se matter between the two and is governed by common prevailing law of the land. It has been case-specific i.e., recovery through civil litigation or criminal complaint/FIR etc. But, certainly it shall not be a consumer dispute.                                  

8.          In the light of the all above, we dispose off the present complaint (being not a consumer dispute) and with no orders as to its costs, but with liberty to the complainant to avail of any other remedy of his own choice as available, in law, and in accordance with the procedure established, in law. The complaint stands disposed off accordingly.

9.        The complaint could not be decided within the stipulated period due to heavy pendency of Court Cases, vacancies in the office and due to pandemic of Covid-19.

10.      Copy of the order be communicated to the parties free of charges. After compliance, file be consigned to record.

   (Naveen Puri)

                                                                   President.

ANNOUNCED:                                     (B.S.Matharu)

JUNE 24, 2022.                                           Member.

YP.