Calcutta High Court (Appellete Side)
Vikash Somani vs Reliance Industries Ltd. & Ors on 22 September, 2022
22.09.2022
SL No.14
Court No.8
(gc)
FAT 473 of 2011
CAN 4 of 2022
Vikash Somani
Vs.
Reliance Industries Ltd. & Ors.
Mr. Swatarup Banerjee,
Mr. Shariful Haque,
Mr. Rajib Mullick,
Mr. Rakesh Sankar,
...for the Appellant.
Mr. U.S. Menon,
Mr. Abhirup Chakraborty,
...for the Respondent No.1.
Re: CAN 4 of 2022 We have seen the original written statement where the defendant No.1 has clearly indicated that 550 shares have been lodged for registration of transfer along with the executed transfer deeds by various parties. Nine persons who presumably purchased shares from Sahara India Financial Corporation were made parties in the suit. The defendant No.1 had disclosed that Share Register maintained by the defendant No.1, Sahara India Financial Corporation is the registered holder of 550 shares. In view of the interim order, the name of nine persons mentioned at page 24 of the paper book were not registered in the Share Register. In the affidavit filed on behalf of the Reliance Industries Limited it is stated that the record still shows that Sahara India Financial Corporation is the registered holder of 550 shares. Reliance Industries Limited has taken a stand that in view 2 of the order of injunction passed by the Trial Court, dividends were not paid to Sahara India Financial Corporation, but we could not find any satisfactory reply from Reliance Industries Limited for not sending dividends to the registered holder as recorded in their Share Register till 2013 when a further embargo was imposed. In the affidavit filed by the Reliance Industries Limited, it has been disclosed that during the pendency of the suit, 550 bonus shares were declared in 1997, 1100 bonus shares were declared in the year 2009 in favour of the registered holder of the subject shares all transferred to Investor Education and Protection Fund (in short "IEPF") and 2200 bonus shares are kept in abeyance by the company. A separate chart showing the details of unpaid dividends of Rs.2,48,490/- transferred to IEPF Fund is disclosed in this affidavit. The Reliance Industries Ltd. has referred to a notification dated 28th February, 2017 which relates to the rules framed by the Ministry of Corporate Affairs under the nomenclature "Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016". The said Rules came into operation on and from 28th February, 2017.
In view of the order passed by the Coordinate Bench on 14th January, 2013, Reliance Industries Ltd. could not have transferred the said amount to the said Fund without an express leave of the Court. The relevant 3 portion of the order passed in CAN 8661 of 2012 is reproduced below:-
"After hearing Mr. Ajoy Krishna Chatterjee, learned senior advocate for the appellant and considering the averments made in the application, we dispose of this application by directing the respondent no.1 to keep the accounts for payment of dividend, if any, right shares, if any, or bonus shares, if any, in respect of 550 shares during pendency of this appeal."
In view thereof, Reliance Industries Ltd. shall take immediate steps for transferring the said Fund to an account to be specifically opened by Reliance Industries Limited earmarked for this appeal. We also could not find any explanation for not paying dividends to the original registered holders or for not giving any effect duly executed share transfer deeds presumably in favour of nine applicants when there was expressly no order operating against the Reliance Industries Ltd. for not recording their names in the Share Register or payment of dividends to the registered holders of the share/shares.
However, having regard to the admitted fact that the shares have not been transferred in favour of nine persons, prior to 14th January, 2013 and a categorical statement to the effect that according to the Share Register, Sahara India Financial Corporation is the only recognized owner of 550 shares, this position and status of the shares would continue till the disposal of the appeal.
4
We, however, make it clear that upon disclosure being made in the written statement that Sahara India Financial Corporation is the holder of 550 shares and nine persons have lodged transfer deeds for transferring the shares in their favour, the plaintiff ought to have taken steps for bringing those persons on record as any decree that may be passed in the suit would adversely affect their interest.
Be that as it may, since we are yet to decide the claim of ownership of the appellant in respect of the said shares, the other prayers in the petition are not allowed.
Reliance Industries Ltd. is directed to comply with this direction within a fortnight from date.
Accordingly, the application being CAN 4 of 2022 stands disposed of.
The appeal shall be listed fairly at the top on 14th November, 2022.
(Uday Kumar, J.) (Soumen Sen, J.)