1.      Heard Ms. Suchitra Kumbhat, Advocate, for the complainant, Mr. Sunil Saluja, Advocate, for OP-1, Mr. Anaya Kumar, Advocate, for OP-2, Mr. Anuj Panwar, Advocate, for OP-5, Mr. Sanjoy Kumar Ghosh, Advocate, for OP-6 and Ms. Iqra Khan, Advocate, for OP-7.

2.      Pokhran Investments Private Limited has filed above complaint, for directing the opposite parties to pay compensations with interest @18% per annum from 30.04.2000 till the date of payment, i.e. (i) Rs.one crore for mental agony and harassment; (ii) Rs.one lakh, as telephone, consultancy, postage and travelling expenses; (iii) Rs.6928176/- as estimated sale proceeds of 10687 shares; (iv) Rs.12931270/-, as estimated sale proceeds of 21374 equity shares; (v) Rs.8639084/-, as estimated sale proceeds of 45231 equity shares, which could have been purchased on 24.05.2000, from the sale proceeds of 10687 shares and  21374 equity shares; and (vi) any other relief, which is deemed fit and proper in the facts and circumstance of the case.

          The complaint was amended on 01.04.2011 and in amended complaint, the complainant prayed that the opposite parties be directed jointly and severally to compensate the complainant (i) for mental agony and harassment due to creating lien on all the 32061 shares of the complainant; (ii) for freezing the account and refusing to transfer the account to Bangalore branch (iii) pay the loss as mentioned the original complaint: and (iv) any other relief, which is deemed fit and proper.

3.      The complainant stated as follows:-

(a) Pokhran Investments Private Limited was a company, registered under the Companies Act, 1956 and engaged in purchase, acquire, hold, sell, pledge and dispose of or otherwise deal and invest in any shares, debentures, whether perpetual or redeemable, debenture stocks and other securities in or of any company or companies, real estates or properties and security of government and local authority, bonds, units and certificates. The complainant obtained certificate of registration under Depositories Act, 1996, from National Security Depositor Limited (OP-2), a statutory authority constituted under Security and Exchange Board of India Act, 1992. Indusind Bank Limited (OP-1) was registered as a ‘participant’ under Depositories Act, 1996. The complainant opened a depository account (D.P. No.10057558) with it and had deposited of 10687 shares of Sun Pharmaceuticals Limited with OP-2 through OP-1 in I.D. No.10057558, as on 31.03.2000.The complainant received bonus share of 21374 on 14.04.2000.

(b)     The complainant wrote a letter dated 31.03.2000 to OP-1 to transfer its depository account I.D. No.10057558 to its branch at M.G. Road, Bangalore. Simultaneously, the complainant gave a fax message dated 31.03.2000 to OP-1 that they had authorised for delivery of 500 shares of Sun Pharmaceuticals Limited, leaving balance of 10687 share plus 21374 bonus share but they had misplaced the ‘delivery instruction slips’, which were duly signed by our director and requested not to effect delivery of any shares with immediate effect and issue new delivery instruction through its branch at M.G. Road, Bangalore. In order to avoid any further complications in the matter, the complainant changed the operation instructions of the account and sent copies of the resolutions dated 16.03.2000 and 30.03.2000, authorising operation of the account by joint signatures of Mr. Mehar Dadha and Mrs. Madhu Dadha.    

(c)   On 04.04.2000 during telephonic conversation, OP-1 informed that the depository account of the complainant could not be transferred as the account had been frozen as there was lien on the shares of Sun Pharmaceuticals Limited. The complainant gave a fax message on 04.04.2000 to OP-1, informing that they had not created any lien on their share and requested to transfer its depository account I.D. No.10057558 to its branch at M.G. Road, Bangalore, along with all the shares. OP-1, vide letter dated 06.04.2000, informed that pledge form was signed by the complainant for making lien on the shares of Sun Pharmaceuticals Limited and on the basis of its instruction, lien had been created.

(d)     The complainant, vide fax message dated 07.04.2000, demanded the “instruction and pledge form” on the basis of which, lien had been created. OP-1 sent pledge form through fax. A perusal of which showed that this pledge form did not bear serial number, date, agreement number and bank seal. The complainant, vide letter dated 10.04.2000, denied execution of pledge form and replied that some blank signed forms and papers could have been misused. Lien had been fraudulently created in favour of G.E. Capital Services India (OP-4) although they had no deal with it and no intimation had been given by OP-1 in this respect. The complainant instructed not to create lien on 21374 bonus share. The complainant requested to send entire set of documents including alleged agreement and other papers furnished to the bank and gave reminder dated 21.04.2000. The complainant, vide letter dated 09.05.2000 requested to re-activate its account ignoring the previous letter for the purposes of effecting transfer of the 21374 shares to its DP Account No.10379203. But they did not receive any response from OP-1.  

(e)     The complainant shocked to see the transaction statement on 20.05.2000 that the bonus shares of 21374 of Sun Pharmaceuticals Limited were pledged to ANZ Grindlays Bank Limited (now Standard Chartered Grindlays) (OP-3). The complainant sensed that the participant bank was playing fraud in connivance of Sunil Ajmera (OP-6). The complainant then gave a legal notice dated 24.05.2000 to OP-2, calling upon them to pay the loss suffered by the complainant due to illegal freezing of the account. Then OP-2, vide letter dated 26.05.2000, called for an explanation from OP-1. The complainant through its advocate sent a letter to OP-2, for supplying the copies of the proceeding to him. G.E. Capital Services India (OP-4) wrote a letter dated 28.06.2000 to the complainant that they had reviewed the documentation in the respect of pledged shares and stated that they do not pertain to any of their loan facilities. OP-4 asked to OP-1 to close the pledge. The complainant forwarded the letter of OP-4 dated 28.06.2000 to OP-1 on 01.07.2000. Then OP-1 sent papers (Annexure-W) for filling up by OP-1 for closer of the pledge on 03.07.2000. The complainant filled up the papers for closer under protest and sent it to OP-1 on 05.07.2000. OP-1, vide letter dated 07.07.2000, informed closer of pledge and free balance of 32061 shares of Sun Pharmaceuticals Limited. OP-1, vide letter dated 09.08.2000, finally confirmed closer of pledge and free balance of 32061 shares of Sun Pharmaceuticals Limited.

(f)   The complainant gave a legal notice for compensation dated 08.11.2000 for illegal pledge on its shares from 31.03.2000 to 07.07.2000 but the OPs did not respond.Then the complaint was filed on 24.05.2002.

4.      Indusind Bank Limited (OP-1) filed its written reply on 29.11.2007 and stated that the complainant opened depository account with OP-1 on 06.08.1998. As per agreement, bye laws and business rules, the complainant had to deposit the security in form of shares in dematerialized form. The complainant dematerialized 11187 shares of M/s. Sun Pharmaceuticals Industries Limited on 25.08.1998 and deposited with OP-1. The complainant issued instructions on 08.03.2000 to OP-1 to transfer 500 shares out of above shares. The complainant issued written intimation in Form “W” on 31.03.2000 to OP-1 pledging 10687 shares with M/s. G.E. Capital Services (OP-4). OP-1 marked lien over 10687 shares vide Instruction No.7305882 on 06.04.2000. Pledge   creation was confirmed by ANZ Grindlays Bank (OP-3), who was depository participant of G.E. Capital Services India (OP-4). 01.04.2000 was the bank’s closing day and 02.04.2000 was Sunday. On 03.04.2000, OP-1 received two letters from the complainant dated 31.03.2000 (both signed by Mrs. Madhu Dadha), in one letter, OP-1 was asked to transfer the complainant’s depository account with immediate effect to M.G. Road branch of OP-1, in Bangalore and in other letter OP-1 was informed that the delivery instruction slip duly signed by the directors had been misplaced and instructed OP-1 not to effect delivery of any share. On 04.04.2000, OP-1 informed the complainant that the depository account could not be transferred as the account had been frozen as there was lien of GE Capital Services India on the shares of Sun Pharmaceuticals Limited. Then Mr. M. Maher Dadha, vide letter dated 04.04.2000, denied creation of the lien/charge of the said shares and asked OP-1 to transfer the account to Bangalore. Then OP-1 supplied copy of Form “W” signed by authorised signatory of the complainant, creating pledge on the said share. In the meantime 21374 bonus share of Sun Pharmaceuticals Limited were received on 14.04.2000, in same account of the complainant. OP-1 received a letter dated 19.04.2000, issued by G.E. Capital Services India Limited (OP-4) along with Form “W” signed by authorised signatory of the complainant, for creating a pledge on the bonus shares also and pledge on the same was also marked vide Instruction No.7307192 on 20.04.2000. G.E. Capital Services India Limited (OP-4) issued a letter dated 28.06.2000 to close the pledge on the shares of the complainant. OP-1 then issued prescribed form to the complainant for its signature, for closing the pledge on 03.07.2000. OP-1 received signed form for closing the pledge on 07.07.2000 from the complainant then pledge was closed on that very day and information was given. The complainant, through its advocate filed a complaint before OP-2 against OP-1 on 24.05.2000. OP-2 conducted inquiry and found that OP-1 had not committed irregularity nor the complainant had suffered any loss. The resolutions dated 16.03.2000 and 30.03.2000 were sent to OP-1 through letter dated 17.04.2000, on 20.04.2000. Receipt of letter dated 21.04.2000 (Annexure-G) has been denied. It has been denied that OP-1 had fabricated any paper for creation of pledge in collusion of Sunil Ajmera. There is no deficiency in service on the part of OP-1. The complainant is not a consumer and the compliant is not maintainable and is liable to be dismissed.

5.      National Securities Depository Limited (OP-2) filed its written reply on 20.08.2007 and stated that OP-2 received legal notice dated 24.05.2000, issued by the advocate of the complainant. Then OP-2, vide letters dated 26.05.2000, called for replies of OP-1 and OP-4. OP-1 submitted its reply on 01.06.2000, stating that the complainant had created pledge on its 10687 shares on 31.03.2000 as such, vide Instruction No.730588 pledge had been created. OP-1 received letter of GE Capital Services India (OP-4) dated 19.04.2000, along with pledge form signed by the complainant for creating pledge on 21374 bonus shares as such pledge was created vide Instruction No.7307192 on 20.04.2000. GE Capital Services India (OP-4) submitted its reply on 02.06.2000, stating that it had lent Rs.75/- million to Unimed Technologies Limited, vide a Loan Agreement dated 21.09.1999. In order to secure its repayment, Unimed Technologies Limited caused the pledge of certain shares of Sun Pharmaceuticals Limited in favour of OP-4. Unimed Technologies Limited again caused the pledge of additional 10687 and 21374 shares of Sun Pharmaceuticals Limited. On receiving letter of OP-2, OP-4 advised the borrower to withdraw the pledge, vide letter dated 26.05.2000. OP-2 wrote a letter dated 08.06.2000 to OP-4 that the pledge could only be closed if the pledger initiates the procedure for closer. OP-4 then informed vide letter dated 28.06.2000 that it had called upon the complainant to instruct OP-1 to close the pledge. The complainant wrote a letter dated 01.07.2000, appreciating for the prompt and immediate action taken by OP-2 in regard to closer of the pledge. Thereafter, OP-2 received letter dated 08.11.2000, from the advocate of the complainant, seeking compensation. OP-2 replied the letter on 17.11.2000 that pledges were created on the basis of Pledge Instruction Forms signed by the authorised signatory of the complainant as such no compensation was payable. OP-2 again called for an explanation from OP-1, who again confirmed that Pledge Instruction Forms were signed by the authorised signatory of the complainant. Delivery Instruction Slip regarding transfer of bonus shares was received on 22.05.2000, by that time pledge had already been created. OP-2 cannot be held liable for above transactions and the complaint against it is liable to be dismissed.      

6.      GE Capital Services India (OP-4) filed its written reply on 05.10.2007 and stated that it had advance loan of Rs.10/- crores to Unimed Technologies Limited vide loan agreement dated 21.09.1999. In order to secure its repayment, Unimed Technologies Limited caused the pledge of 140000 shares of Sun Pharmaceuticals Limited and 120000 shares of M/s. Sholapur Organics Private Limited and M/s. Aditya Medisales Limited in its favour. Unimed Technologies Limited again caused the pledge of additional 10687 and 21374 shares of Sun Pharmaceuticals Limited. On receiving letter dated 26.05.2000 of OP-2, OP-4 wrote to Unimed Technologies Limited on 28.05.2000 to close the pledge. OP-4 submitted its reply to OP-2 on 02.06.2000. Unimed Technologies Limited is necessary party in the complaint and the compliant is liable to be dismissed for non-joinder of necessary party.

7.      Security and Exchange Board of India (OP-5) filed its written reply on 25.09.2007 and stated that it was constituted under the Securities and Exchange Board of India Act, 1992 and discharges statutory function. It cannot be treated as a ‘service provider’ within the meaning of Consumer Protection Act, 1986. Section 23 of the Securities and Exchange Board of India Act, 1992 protects OP-5 from any legal action and the complaint is not maintainable against it.

8.      Sunil Ajmera (OP-6) filed its written reply on 11.12.2009 and stated that Tamilnadu Dadha Pharmaceuticals Limited was merged with Sun Pharmaceuticals Limited in 1997-98. Mr. Maher Chand Dadha, who was director in Tamilnadu Dadha Pharmaceuticals Limited and OP-6 was an employee in Sun Pharmaceuticals Limited at that time and they came to be acquainted with each other from that time as both of them were Mumbai based. Mr. Maher Chand Dadha sometimes sought his assistance for hand delivery of its papers to OP-1. OP-6 had no role in the disputed transaction. He denied of the allegation of fabrication of the documents for creation of pledge on the share of the complainant. He had been wrongly impleaded in the complaint.

9.      M/s. Unimed Technology Limited (OP-7) (impleaded vide order dated 01.04.2011) filed its written reply and stated that Pledge Hypothecation Forms were signed by authorised signatory of the complainant, for securing the loan of OP-7 taken from OP-4. Therefore, OP-7 was not impleaded in the complaint initially, with ulterior motive. Relief against OP-7 has become time barred.

10.    The complainant filed Affidavit of Evidence, Additional Affidavit of Evidence of Maher Dadha and documentary evidence. Opposite party-1 filed Affidavit of Evidence of G.S. Tuteja and documentary evidence. Opposite party-2 filed Affidavit of Evidence S. Ganesh and documentary evidence. Opposite party-4 filed Affidavit of Evidence of Gaurav Tyagi and documentary evidence. Opposite party-7 filed Affidavit of Evidence of Sanjay Sharma. All the parties have filed their written synopsis.

11.    We have considered the arguments of the counsel for the parties and examined the record. The opposite parties have raised preliminary issue relating to maintainability of this complaint. Pokhran Investments Private Limited was a company, registered under the Companies Act, 1956 and engaged in purchase, acquire, hold, sell, pledge and dispose of or otherwise deal and invest in any shares, debentures, whether perpetual or redeemable, debenture stocks and other securities in or of any company or companies, real estates or properties and security of government and local authority, bonds, units and certificates. The complainant obtained certificate of registration under Depositories Act, 1996, from National Security Depositor Limited (OP-2), a statutory authority constituted under Security and Exchange Board of India Act, 1992. Indusind Bank Limited (OP-1) was registered as a ‘participant’ under Depositories Act, 1996. The complainant opened a depository account (D.P. No.10057558) with it and had deposited of 10687 shares of Sun Pharmaceuticals Limited with OP-2 through OP-1 in I.D. No.10057558, as on 31.03.2000. Due to pledge of its share for the period of 31.03.2000 to 07.07.2000, the complainant has claimed Rs.8639084/-, towards business loss.

Supreme Court in Shrikant G. Mantri Vs. Punjab National Bank (2022) 5 SCC 42, held that the complainant had opened an account with the respondent bank, took overdraft facility to expand his business and increase his profit. The relations between the complainant and opposite party was purely “business to business” relationship. As such the service was availed for commercial purpose.

In the present case, the services of opposite parties-1 and 2 had been availed for doing business in share market, which is a commercial purpose. The complainant is a company as such it can neither take a plea that the services was availed exclusively for the purposes of earning livelihood by way of self-employment nor any such plea has been taken. As such the complainant does not fall within the meaning of the consumer and the complaint is not maintainable.  

12.    Opposite parties-1 and 2 took the plea that the complainant had created pledge on its 10687 shares on 31.03.2000 as such, vide Instruction No.730588 pledge had been created. OP-1 received letter of GE Capital Services India (OP-4) dated 19.04.2000, along with pledge form signed by the complainant for creating pledge on 21374 bonus shares as such pledge was created vide Instruction No.7307192 on 20.04.2000. GE Capital Services India (OP-4) stated that it had lent Rs.10/- crores to Unimed Technologies Limited, vide a Loan Agreement dated 21.09.1999. In order to secure its repayment, Unimed Technologies Limited caused the pledge of certain shares of Sun Pharmaceuticals Limited in favour of OP-4. Unimed Technologies Limited again caused the pledge of additional 10687 and 21374 shares of Sun Pharmaceuticals Limited.

          Initially the complainant did not implead Unimed Technologies Limited in the complaint as the opposite party. Cause of action arose in April, 2000, while Unimed Technologies Limited was impleaded as OP-7, vide order dated 01.04.2011.    

13.     The complainant along with Affidavit of Evidence of Maher Dadha has filed Annexure-W- Pledge/Hypothecation Form, which does not tally with the form produced by OP-2. Annexure-W- Pledge/Hypothecation Form produced by OP-2 tallies with Annexure-W- Pledge/Hypothecation Forms bearing the signature of M. Maher Dadha. As such on the basis of the form produced by Maher Dadha, it cannot be said that the forms bearing his signatures were fabricated forms. First Pledge/Hypothecation Form was given on 31.03.2000. 01.04.2000 and 02.04.2000 were holidays (bank holiday and Sunday). The conduct of the complainant in sending letters dated 31.03.2000, asking OP-1 to transfer the complainant’s depository account with immediate effect to M.G. Road branch of OP-1, in Bangalore and in other letter informing that the delivery instruction slip duly signed by the directors had been misplaced and instructing OP-1 not to effect delivery of any share; by letter dated 17.04.2000, sending copies of resolutions dated 16.03.2000 and 30.03.2000, for shifting the account and changing the operation instructions of the account by joint signatures of Mr. Mehar Dadha and Mrs. Madhu Dadha, denying,  were not normal, creates doubt in respect of the conduct of the complainant.

14.    Opposite parties-1 and 2 have filed two Pledge/Hypothecation Forms, relating to pledge of 10687 shares and 21374 shares, respectively. Both these forms contain signature of M. Mehar Dadha, who was the director and authorised signatory of the complainant. The complainant does not dispute the signature on the forms and took plea that the pledge forms did not bear serial number, date, agreement number and bank seal. The complainant, in its letter dated 10.04.2000, stated that some blank signed forms and papers could have been misused. The complainant, vide letter dated 09.05.2000, asked OP-1 to re-activate its account, ignoring its previous letters.

          If opposite party-1 received Pledge/Hypothecation Forms bearing signature of the authorised signatory of the complainant and on its basis caused pledge on its share on 31.03.2000 and 20.04.2000 respectively. Later on when the complainant raised an objection, then OP-1 made inquiry from OP-4, who issued a letter dated 28.06.2000 to close the pledge on the shares of the complainant. OP-1 then issued prescribed form to the complainant for its signature, for closing the pledge on 03.07.2000. OP-1 received signed form for closing the pledge on 07.07.2000 from the complainant then pledge was closed on that very day and information was given to the complainant. OP-1 has not committed any irregularity in creating pledge on the signed Pledge/Hypothecation Forms of the complainant. The complaint has no merit and is liable to be dismissed.    

                                                  O R D E R

In view of the aforesaid discussion, the complaint is dismissed with cost. The complainant is directed to pay cost of Rs.one lac to each of the opposite party, who has contested this complaint, within a period of two months from the date of this judgment.