National Consumer Disputes Redressal
Randip Singh Chauhan vs Sterlite Industries Ltd. & Anr. on 3 December, 2015
NATIONAL CONSUMER DISPUTES REDRESSAL COMMISSION NEW DELHI REVISION PETITION NO. 1213 OF 2010 (Against the Order dated 01/02/2010 in Appeal No. 244/2007 of the State Commission Andhra Pradesh) 1. RANDIP SINGH CHAUHAN R/o. 6-3-595/50, Padmavathi Nagar, Khairatabad Hyderabad Andhra Pradesh ...........Petitioner(s) Versus 1. STERLITE INDUSTRIES LTD. & ANR. Through its MD Cum Chairman, Cipcot Industrial Complex, Madurai Bypass Road, T.V. Puram P.O. Tuticorn - 628 002 Tamil Nadu 2. THE COMPANY SECRETARY, STERLITE INDUSTRIES LTD. Solitaire Corporate Park Business Square, C Wing, 2nd Floor, Andheri Kurla Road, Chakala, Andheri (East) Mumbai - 400 093 Maharashtra ...........Respondent(s)
BEFORE: HON'BLE MR. JUSTICE AJIT BHARIHOKE, PRESIDING MEMBER
For the Petitioner : MR. KARAN CHAUHAN For the Respondent : MR. MANISH GARG
Dated : 03 Dec 2015 ORDER
This revision petition is directed against the order of the Andhra Pradesh State Consumer Disputes Redressal Commission, Hyderabad ('the State Commission') dated 01.02.2010 in First Appeal no. 244 of 2007, whereby the State Commission has allowed the appeal preferred by the respondent/ opposite party, set aside the order of the District Forum and directed that the opposite party to dispatch the redeemable debentures and the cheques with respect to the proceeds and interest to the complainant.
Briefly stated facts relevant for the disposal of the revision petition are that the complainant had purchased 125 shares of M/s Sterlite Industries Ltd., under certificate no. 00908507 and 01105297 - 5299 respectively. M/s Sterlite Industries in the year 2002 filed a petition for sanction of the Arrangement embodied in the scheme of arrangement between M/s Sterlite Industries (India) Limited (respondent company) and Equity Shareholders of the petitioner seeking certain consequential relief. The Hon'ble High Court of Judicature at Bombay vide its order dated 19.04.2002 allowed the amalgamation scheme with the following observations:
"AND THIS COURT DOTH FURTHER ORDER THAT on or after the record date, the petitioner company shall send to every shareholder an option form to enable him/ her/ it to select whether he/ she/ it desires to continue as Shareholder of the petitioner company and accordingly, does not desire to offer his/her/its equity shares to the petitioner company for purchase and that the shareholders shall be entitled to exercise their option to continue to hold their equity shares by sending the option form to the petitioner company within the period stipulated in the option form.
AND THIS COURT DOTH FURTHER ORDER THAT subject to Clause 4:7 of the Scheme, in consideration for every 1 (one) Equity Share purchased by the petitioner company in pursuance of clause 4.1 of the scheme, the petitioner company shall within 7 (seven) days from the date of purchase of the equity shares, without any further application, act or deed by the shareholders (i) pay to the shareholder a cash consideration of Rs.100/0 (Rupees one hundred); and (ii) issue and allot to the shareholder 5 (five) Debentures on the terms and conditions contained in the scheme".
The case of the respondent/ opposite party is that pursuant to the amalgamation approved by the Hon'ble High Court of Judicature at Bombay, the buy-back option letter along with two cheques worth Rs.1359.93 and Rs.5439.73 both dated 31.05.2002 were sent to the petitioner/ complainant against the buy-back price of equity share and redeemable debenture-cum-interest. Complainant if he opted for retaining the shares/ debentures was required to send the option to the opposite party - company. The case of the complainant is that though the cheques were received at his address but no option letter was received by him. Complainant has alleged that he was not interested in en-cashing the equity shares/ debentures, therefore, he wrote letter in this regard to the opposite party which is dated 18.02.2004 and requested for restoring the original holds. The company did not pay any heed to the above said request. Claiming this to be a deficiency in service the petitioner raised a consumer dispute by filing a complaint in District Forum III, Hyderabad. The consumer complaint was resisted by the respondent/ OP by filing written statement.
The District Forum on consideration of pleadings and evidence partly allowed the complaint and directed the respondent/ OPs to re-credit 125 shares in favour of the complainant and also to allot the bonus shares at par with other share-holders, besides compensation of Rs.2,000/- and litigation cost of Rs.1,000/- was awarded.
Being aggrieved by the order of the District Forum, the respondent/ OP approached the State Commission in appeal. The State Commission vide its impugned order allowed the appeal, set aside the order of the District Forum and directed the respondent/ OPs to dispatch the redeemable debentures and the cheques with respect to the entitlement of the petitioner under the scheme approved by the High Court along with interest. The relevant observations of the State Commission are as under:
"We observe from the record that the District Forum has allowed the complaint on the ground that the appellants/ opposite parties did not file any documentary evidence in support of their contention that the notice has been dispatched and received by the complainant. We observe from the exhibits that Exs. A 21 and A 22 which are the letters addressed by the complainant dated 18.02.2004 to the opposite parties with respect to DEMAT of his shares in which it is stated as follows:
I also wish to inform you that I have not en-cashed any of the cheques/ warrants issued against the buyback offer made by the company for the shares held by me...................... I was also out of station when the letter came and you don't expect me to have so much foresight that the company will be sending the letter on a particular date so that I should be present at my home when the letter comes........"
This exhibit clearly states that the complainant was aware of the option letter sent by the company but did not take necessary steps about the option letter. The appellants have only acted within the orders of the Hon'ble High Court of Bombay which reads as follows:
"AND THIS COURT DOTH FURTHER ORDER THAT on or after the record date, the petitioner company shall send to every shareholder an option form to enable him/ her/ it to select whether he/ she/ it desires to continue as Shareholder of the petitioner company and accordingly, does not desire to offer his/her/its equity shares to the petitioner company for purchase and that the shareholders shall be entitled to exercise their option to continue to hold their equity shares by sending the option form to the petitioner company within the period stipulated in the option form.
AND THIS COURT DOTH FURTHER ORDER THAT subject to Clause 4:7 of the Scheme, in consideration for every 1 (one) Equity Share purchased by the petitioner company in pursuance of clause 4.1 of the scheme, the petitioner company shall within 7 (seven) days from the date of purchase of the equity shares, without any further application, act or deed by the shareholders (i) pay to the shareholder a cash consideration of Rs.100/0 (Rupees one hundred); and (ii) issue and allot to the shareholder 5 (five) Debentures on the terms and conditions contained in the scheme".
We are of the considered view that the order passed in favour of the complainant is in contravention of the order passed by the Hon'ble High Court of Bombay and hence, we hold that there is no deficiency in service on behalf of the appellants/ opposite parties and we set aside the direction of the District Forum to re-credit the 125 shares which were already cancelled and also the direction to allot the bonus shares on the cancelled shares in the ration of 1:1 and we modify the order of the District Forum directing the appellant/ opposite parties 1 & 2 to dispatch the redeemable debentures and the cheques with respect to the proceeds and interest which the complainant is entitled for".
Shri Karan Chauhan learned counsel for the petitioner has contended that the impugned order of the State Commission is not sustainable for the reasons that the State Commission has ignored the facts that the option letter was not served upon to the petitioner and OP without calling for option could not have offered the payment of shares for redemption of debentures. Learned Counsel for the respondent Mr. Manish Garg on the contrary has argued in support of the impugned order and submitted that option letter along with the cheques was sent to the complainant and as such the complainant has failed to en-cash the cheques and he has also wrote a letter that his shares may be restored.
I have heard the rival contentions of the parties and pursued the record. The contention of the petitioner is that he was not served with the option letter which contention appears to be incorrect for the reason that the petitioner vide his letter dated 18.02.2004 has admitted that the cheques pertaining to re-purchase of equity shares/ debentures were received by him. It is beyond comprehension that while following the scheme approved by the Hon'ble High Court, the OP or its staff would have sent the cheque for redemption of shares/ debentures without any option letter. The fact that the cheques were received by the complainant is sufficient assurance that along with the cheques option letter was also received by the complainant. On perusal of the record of the District Forum, it transpires that the relevant cheques are dated 31.05.2002. From the record, it is evident that despite having received the cheques in the year 2002, the complainant remained silent till February 2004. From this it appears that just because the value of shares might have gone up, the petitioner in order to make some gain raised the consumer dispute. The State Commission has passed the order keeping in view the scheme approved by the High Court therefore, it cannot be faulted. There is no reason to interfere with the impugned order in exercise of revisional jurisdiction. The revision petition is dismissed accordingly.
......................J AJIT BHARIHOKE PRESIDING MEMBER