PER  JAGROOP  SINGH   MAHAL, MEMBER

                    This is complainant’s appeal under Section 15 of the Consumer Protection Act, 1986 (hereinafter referred to as the Act) against the order dated 10.2.2011 passed by the learned District Consumer Disputes Redressal Forum-II, UT, Chandigarh (hereinafter referred to as the District Forum) vide which the complaint was dismissed.

2.                           The facts, in brief are that complainant was holding 25 share certificates of OP-1 valuing Rs.5/- each. The said share certificates were transferred by the OPs to their name without his consent, upon which he wrote a letter to the OPs that he was not willing to sell the same to the OPs.  The shares were agreed to be transferred back to him.  On the asking of the OPs/respondent the old certificates were sent to the OPs for issuing new certificates. The certificates were however, not returned to him. He had on several occasions telephonically reminded the OPs but the needful was not done. He then filed the present complaint to direct the OPs to issue valid share certificates and pay him bonus and dividend thereon. He also prayed for compensation of Rs.50,000/- and litigation costs of Rs.5500/-.

3.                           In its reply OP No.1 admitted that the complainant/appellant was holding 25 equity shares, which were transferred by it to its own name and when the complainant showed his intention not to sell the same, he was asked to send the certificates to the OPs for validating the same. It was stated that the complainant neglected to exercise the option to retain the shares and since there was no response from him within the time specified, it was deficiency on his part and not on the part of the OPs.

4.                           OP No.2 submitted the affidavit without admitting or denying the allegations. It was stated that they have handed over the entire record to Karvy Computershare Pvt. Ltd., which be impleaded as party.  

5.                           Both the parties were given opportunity to produce evidence in support of their contention.

6.                           After hearing the ld. Counsel for the parties and on going through the evidence on record, the ld. District Forum dismissed the complaint, as stated in the opening para of this order

7.                           Feeling aggrieved, the instant appeal has been filed by the appellant/complainant.

8.                           We have heard arguments of the ld. Counsel for parties and have perused the record.

9.                            It is not disputed by the OP-1/respondent that the complainant was holding 25 shares in their company. It is also admitted that the said shares were purchased by the company and when the complainant exercised his option not to sell the same to the company they agreed to his request as per letter Annexure C-1 dated 6.11.2002. The complainant was asked to send the certificates back to their registry and transfer agent i.e. OP No.2 so as to enable them to issue valid certificates. No period was given in this letter within which the complainant was required to send the certificates.  Further, there is no mention in the letter as to what the consequences would be if the certificates were not sent promptly. The contention of the complainant is that he sent the certificates alongwith Annexure C-2, which was received by the OP on 6.1.2003. He was however, again reminded by OP No.2 vide Annexure C-3 dated 12.3.2003 to send the certificates. The contention of the complainant is that in fact there was delay on the part of the OPs to issue the certificates in electronic form and the contention of the OPs that he did not exercise the option within the specified time is all a false contention.  As mentioned earlier there was no specific time given by the OP-1/appellant in Annexure C-1 or in any other letter issued to the complainant nor any penal consequences have been mentioned. The complainant was therefore, free to send the certificate within a reasonable period, which he actually did. His option not to sell the shares has, in fact, been accepted by the OP and, therefore, it cannot be said if there was delay on his part in exercising the option.  If the certificates were lost at the premises of the OPs the complainant cannot be blamed for that.

10.                       Whether there was delay on the part of the complainant in sending shares or not, the fact of the matter is that the complainant is a shareholder in OP No.1/appellant Company, which shares he has not sold or transferred to any one. His rights to hold the shares cannot be curtailed by the OPs on any such technicalities, which were never intimated to the complainant/appellant.  The OP-1 is, therefore, bound to issue the certificate in electronic form as and when desired by the complainant.  

11.                       The contention of the OP in the appeal is that the complaint was barred by time. No such ground was taken by the OPs/respondent in their reply before the learned District Forum and rightly so because the complainant has mentioned in para 6 of the complaint that on several occasions he telephonically reminded the OPs but the response from other side remained negative and has been delayed till date. This fact was not disputed by the OP No.1.  It was therefore, a continuing cause of action till the shares in electronic form were issued to the complainant.  The complaint cannot be said to be barred by time.

12.                       The learned Counsel for the respondent has also argued that the Consumer Fora at Chandigarh do not have any territorial jurisdiction. According to him the head office of the OP is at Aurangabad and it has no Branch office at Chandigarh. We do not find any merit in this contention. The contention of the complainant is that he had purchased the shares at Chandigarh, he exercised the option from Chandigarh and the transfer certificate was sent by him from Chandigarh. It is not disputed that the complainant was holding the shares at Chandigarh.  The Consumer Fora at Chandigarh would, therefore, have the jurisdiction to entertain and try the complaint.

13.                       The learned Counsel for the OP-1/respondent has also argued that the complainant is not a consumer and cannot file the consumer complaint as held by the Hon’ble National Commission in Consumer Complaint No.30 of 2010 decided on 5.5.2010. In fact in that case the shares certificates, which the complainant of that case wanted to transfer in his favour, had already been transferred in the name of Jatindra Shukla in July, 2007 and were subsequently, dematerialized. He, therefore, no longer remained a shareholder in the company.  It is not so in the present case. The complainant is still holding the shares, which fact has been admitted by the OPs. On the advice of the OPs he had sent the requisite form for transfer of the shares in electronic form but the same has not been issued so far. It is, therefore, for the OPs to honour the certificates, which are in physical form, or to issue electronic certificates to the complainant as and when desired. The OPs have since decided to issue the certificates in electronic form as per letters (Annexure C-1 and C-3), they, therefore, cannot go back on that undertaking and refuse to issue the same on any such ground that the complainant did not apply for the same within specific period, though the said specific period was never intimated to him in any of the letters issued by the OPs.

14.                       In view of the above discussion, we are of the opinion that the complainant who was holding the shares cannot be divested of ownership on any such ground as taken by the OPs. It is duty of the OPs to issue share certificates in electronic form. In fact, earlier the OPs tried to transfer the shares into their name without consent of the complainant and now they are trying to achieve the said object on the frivolous ground that he did not apply for transfer within the alleged specific period. The complaint was therefore, liable to succeed but has been wrongly dismissed.

15.                       We, therefore, accept the present appeal, set aside the impugned order and accordingly direct the OPs to:-

i.        Issue valid share Certificates to the complainant.

ii.       Pay him bonus/dividend and all other benefits, which are due to the complainant on account of the said shares.

iii.              They shall pay complainant Rs.10,000/- as compensation for causing him mental and physical harassment during all these years.

iv.               They shall pay Rs.5,000/- as costs of litigation.

The OPs shall comply with the order within 30 days from the date of receipt of copy of the order, failing which, they would be liable to pay interest @12% p.a. on the amounts due to the complainant w.e.f. the dates these benefits accrued till all the directions are complied with.

          Copies of this order be sent to the parties free of charge.