CONSUMER DISPUTES REDRESSAL FORUM – X
GOVERNMENT OF N.C.T. OF DELHI
Udyog Sadan, C – 22 & 23, Institutional Area
(Behind Qutub Hotel)
New Delhi – 110 016
Case No.348/2008
SHRI AJAY KUMAR
S/O SH. SATAI RAM
4318/3, ANSARI ROAD,
DARYA GANJ, NEW DELHI-110002
…………. Complainant
Vs.
- M/S BEETAL FINANCIAL AND COMPUTER SERVICES LTD.,
THROUGH ITS GENERAL MANAGER,
(BONUS SHARES DEPT.)
(UNIT-AHMEDNAGAR FORGINGS LIMITED)
BEETAL HOUSE, 3RD FLOOR,
99 MADANGIR, BEHIND LOCAL SHOPPING CENTRE,
NEAR DADA HARSHUKHDAS MANDIR,
NEW DELHI-110062
- AHMEDNAGAR FORGINGS LTD.
THROUGH ITS GENERAL MANAGER & COMPANY SECRETARY,
MR. P.S. BAWA
3 LSC, PAMPOSH ENCLAVE,
GREATER KAILASH-I, NEW DELHI-110048
- MR. ARVIND DHAM
CHAIRMAN-CUM-MANAGING DIRECTOR
AHMEDNAGAR FORGINGS LTD.,
GATE NO.614, VILLAGE KURULI TAL KHED,
PUNE-410501(MAHARASHTRA)
…………..Respondents
Date of Order: 25.05.2015
O R D E R
A.S. Yadav, President
In brief the case of the complainant is that OP-1 is registrar/transfer agent of OP-2 i.e. “Ahmednagar Forgings Ltd.” The complainant purchased 300 shares of OP-2 on 15.3.2005 and lodged these shares for transfer in his name with OP-1 from “Southern Indian Depository Services Pvt. Ltd., Account Kothari Pioneer Taxfield 95” i.e. the seller/transferor.
It is an admitted fact that the complainant on 15.3.2005 lodged these shares with OP-1 for transfer in his name from “Southern Indian Depository Services Pvt. Ltd., Account Kothari Pioneer Taxfield 95”. It is also an admitted fact that on 31.3.2005, the aforesaid shares were returned back to the complainant under objections. It is also an admitted fact that on 09.8.2005, the shares were re-lodged and on 13.8.05 the shares were again returned to the complainant under objection. On 22.9.2006, the shares were again lodged for transfer by the complainant and ultimately the shares were transferred in the name of the complainant on 16.10.2006.
The case of the complainant is that on 10.8.2005, OP-2 announced bonus shares in the ratio of 2:1 and thus the complainant became entitled for 600 bonus shares.
Contention of OP-1 and OP-2 is that on 10.8.2005, the Company announced the bonus shares only but in fact the record date for allotment of bonus shares was 24.9.2005. Bonus shares were allotted to the shareholder registered with the company as on 24.9.2005. The contention of OP-1 and OP-2 is that in the Member Register of the Company, Ind Depository Service Pvt. Ltd. account Kothari Pioneer Taxshield stood(seller) as a shareholder and accordingly the bonus shares were issued in their name.
It is submitted that complainant vide letter dated 31.10.2006 for the first time requested OP-1 to transfer the bonus shares in his name. In reply to para 10 of the complaint, OP-1 and OP-2 in their written statement stated that since complainant had purchased the shares before record date for issuance of bonus shares, he would be entitled to bonus shares but since his name was not included in the Member Register due to non-transfer and the name of seller continued in the record, the bonus shares were rightly issued to the seller instead of complainant. It is further stated that in the present scenario the only option left with the complainant was to take a no objection with respect to bonus shares from the seller so that bonus shares could be transferred to him.
OP-1 wrote letters dated 15.11.06, 07.12.06 and 17.1.2007 to the transferor for taking his express consent for transfer of 600 shares in the name of complainant. It is stated by OP-1 and OP-2 that in fact seller/transferor i.e. Indian Depository Service Pvt. Ltd. account Kothari Pioneer Taxshield is a necessary party and the complaint is bad for non joinder of necessary party.
In fact the grievance of the complainant is that despite writing letters and paying several visits to OP-1, the bonus shares were not transferred in his name.
The complainant has prayed that OPs be directed to release 600 bonus shares of Amhednagar Forgings Ltd. in his favour and to pay compensation of Rs.6,25,000/- alongwith interest @ 24% p.a..
We have heard Ld. Counsels for parties and carefully perused the record. This entire case is based on documents. It is admitted fact that that OP-1 wrote a letter dated 16.8.07 to the complainant which is reproduced as under:-
“Ref.BTL/109/160807/1690/04 dated 16.08.2007
By Regd. Post
Mr. Ajay Kumar
4318/3 Ansari Road,
Daryaganj,
New Delhi-110002
Dear Sir,
Unit: Ahmednagar Forgings Ltd.
Sub: Your Claim for Bonus shares.
This has reference to your letter dated 26/07/2007 addressed to P.S. Bawa-G.M. of the above company. We advise as under:-
- You had lodged 300 shares bearing certificate no.68273 to 68275 for registration of transfer on 15.3.2005.
- These shares were returned by us with the following objection:-
-Specimen signature missing on the transfer deed
-Correction/Alteration not authenticated.
- These shares were relodged on 09.8.2005 which were had to be returned again on 13.8.2005 due to the following objection.
-Correction/Alteration not authenticated
- The record date of Bonus was 24.9.2005, this means you had more than one month to lodge the shares after removing the objection. Since the shares were not relodged, we had released the Bonus shares to the shareholder in whose name the same were there in our record.
- As per para 6 of your letter, you have maintained that you had relodged the share on 22.9.2006, after removing/rectifying the said objection. Thus you have taken more than one year to relodge the same for transfer. These shares were received by us on 28.9.2007 and transfer were effected in your favour on 16.10.2006.
- After receiving communication from you, we had requested the transferor to return the shares and it was clearly communicated to you that the same can be given to you, if the transferor gives the title in your favour.
- The POA holder of the transferor is Deutsche Bank. They have already replied to you on 16.4.2007 under copy to us that they were not holding any Bonus shares of Ahmednagar Forgings Ltd. in their custody on behalf of Kothari Pioneer Taxshield(transferor).
- We have repeatedly advised you to get the title of the Bonus shares from transferor.
You are again advised to act as per above. Throughout, we have acted as per set procedure. Bonus can be credited only in the name of the holder of shares as on record date still we have marked Stop Tag on the account of Ind Depository Ser. Pvt. Ltd. A/c – Kothari Pioneer Taxshield for these 600 shares as a precaution.
You are again requested to take action as per above. All the other allegation which are unfounded are denied as we have acted as per rules.
We assure you of our best attention an all the times.
Yours sincerely,
For BEETAL
Financial & Computer Services Pvt. Ltd.
Sd/-
(Punit Mittal)
General Manager
It is admitted fact that complainant wrote a letter dated 31.10.2006 to OP-1 for transfer of bonus share in his name wherein it is stated that in the meeting of Board of Directors of Ahmednagar Forgings Ltd. on 10.8.2005, bonus shares in the ratio of 2:1 were approved and declared. It is stated in this letter that since shares were transferred in his name on 16.10.2006 hence bonus shares be also transferred in his name. Complainant has placed on record letter dated 15.11.2006 written by OP-1 to seller which is reproduced as under:-
“Ref.BTL/00109/1511/110080/04 dated 15.11.2006
By Regd. Post
Ind Depository Ser. Pvt. Ltd.
A/c:-Kothari Pioneer Taxshield
Southern Ind Depository Ser. P Ltd
Century Centre, Gr.Floor
39TTK Road,
Alwarpet, Chennai
PIN-600018
Dear Sir,
Unit : Ahmednagar Forgings Ltd.
Sub : Bonus shares
Reg : Folio No.21340
This has reference to 300 shares containing certificate no.68273-275 originally allotted and subsequently sold by yourselves to Mr. Ajay Kumar of 4318/3 Ansari Road, Darya Ganj, New Delhi-110002.
The shares were lodged for transfer by Mr. Ajay Kumar on March 2005 and shares were returned under objection few times and transfer not registered after Bonus record date. The record date being 24.9.2005 Bonus shares certificate no.102789 for 600 shares inadvertently mailed to your above mentioned address.
As Mr. Ajay Kumar is entitled for the Bonus shares as per abeyance rule, we request you to surrender the Bonus shares (certificate no.102789) to enable us to return the shares to the rightful holder.
If we do not receive any response within 21 days from the date of this letter, we will presume that you have no objection in issuing the 600 Bonus shares in lieu of certificate no.102789 in the name of Mr. Ajay Kumar.
Kindly treat this as most urgent.
Thanking you,
For BEETAL
Financial & Computer Services Pvt Ltd
Sd/-
Authorised Signatory
CC:Mr. Ajay Kumar
4318/3 Ansari Road,
Daryaganj, New Delhi-110002 “
It is not disputed that Board of Directors of OP-2 in its meeting held on 10.8.2005 have approved issue of bonus shares in the ratio of 2:1 and for that purpose the Board has convened EGM of the Company on 03.9.2005 for obtaining members approval for bonus issue. So it does not matter that the record date of allotment of shares was 24.9.2005. Even if the record date for allotment of shares was 24.9.2005, it does not affect the case of the complainant.
Complainant has lodged 300 shares for transfer in his name with OP-1 on 15.3.05. The seller has already sold the shares to the complainant much prior to the announcement of the bonus shares. On the day when the bonus shares were announced or on the recorded date of allotment of bonus shares i.e. 24.9.05 seller was not holding the share as he has already sold the shares. The original shares were neither with seller nor with complainant. They were with OP-1. In fact the OP-1 has wrongly stated that bonus shares were inadvertently sent to seller. In fact on 16.8.2007 OP-1 informed complainant that OP-1 have put Stop Tag on bonus shares and transfer of those bonus shares were kept in abeyance. The complainant has written a letter to authorized agent/attorney of seller regarding these bonus shares and the attorney of seller has written a letter to the complainant stating that they did not have any bonus shares. That letter dated 02.3.2007 is reproduced as under:-
“March 2, 2007
To
The Officer Incharge
Deutsche Bank AG
Hazarimal Somani Marg,
Fort,
Mumbai-400001
Sub: Bonus shares of Ahmednagar forgings limited.
Sir,
- This has reference to the captioned subject and letters received in this context from Beetal Financial & Computer services Pvt. Ltd.
- Beetal Financial & Computer services Pvt. Ltd. wrote four letters to you and copy to me also in different dates, dated 15.11.2006, 07.12.2006, 17.01.2007 and 13.02.2007, with the same content. In all the letters it is clearly written that I am entitled for an the rightful holder of the 600 Bonus shares with certificate No.102789, which were inadvertently dispatched to you.
- As per the letter mentioned above, Beetal Financial & Computer services Pvt. Ltd. have further requested me to contact you to get the possession of the Bonus shares with no objection letter and signed transfer deed, from you.
- I therefore request you to kindly send me the 600 Bonus shares at the earliest with certificate no.102789 alongwith all the required formalities in advance.
Thanking you,
Sd/-
(Ajay Kumar)
4318/3 Ansari Road,
Darya Ganj, New Delhi-110002
Encl: copy of al the letters written by Beetals Financial & Computer services Pvt. Ltd.
CC: to Beetal Financial & Computer Service Pvt. Ltd. “
That letter was replied by the attorney of seller vide letter dated 16.4.074 wherein they have stated that they are not holding any bonus share certificate of Ahmednagar Forgings Lt. in their custody on behalf of Kothari Pioneer Taxfield i.e. the seller.
In fact it is not disputed that till date the shares are kept in abeyance. They are not with seller and could not have been with seller as seller already sold 300 shares to the complainant. Complainant is entitled for bonus shares as the bonus shares were announced much after the shares were sold by seller to the complainant.
It is submitted that the complainant instead of corresponding with Ind Depository Services Pvt. Ltd. wrote letter dated 02.3.2007 to Deutsche Bank AG which was of no relevance. In the instant case the transferor is Ind Depository Services Pvt. Lt. and the complaint has not contacted the transferor despite repeated requests by OP-1. It was reiterated that without the no objection from the transferor the bonus shares cannot be allotted to the complainant.
It is further submitted by Ld. Counsel of OP-1 and OP-2 that seller is a necessary party and complaint is bad for non joinder of necessary party.
OP-1 has also admitted that complainant is entitled for bonus shares as per abeyance rule and asked the transferor to surrender the bonus share certificate No.102789 to return to the complainant.
The transferor/seller never claimed the said bonus shares despite having received these letters i.e. 15.11.2006, 07.12.2006 and 17.1.2007 from OP-1. Seller has already sold the shares much before the announcement of the Bonus Shares. Seller has not claimed the shares despite OP writing letters dated 15.11.2006, 07.12.2006 and 17.1.2007. Seller is not a necessary party.
OP-1 and OP-2 are directed to release 600 bonus shares of OP-2 in the name of the complainant and also directed to pay Rs.10,000/- towards compensation and Rs.5,000/- towards litigation expenses.
Let the order be complied within one month of the receipt thereof. The complaint stands disposed of accordingly.
Copy of order be sent to the parties, free of cost, and thereafter file be consigned to record room.
(EHTESHAM-UL-HAQ) (A.S. YADAV)
MEMBER PRESIDENT
