Bombay High Court
Jagdish Harilal Gandhi vs Mrf Limited And Anr on 13 March, 2020
Author: G. S. Patel
Bench: G.S. Patel
907-COMS96-20.DOC
Shephali
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
IN ITS COMMERCIAL DIVISION
COMM SUIT NO. 96 OF 2020
Jagdish Harilal Gandhi ...Plaintif
Versus
MRF Ltd & Anr ...Defendants
Mr Karl Tamboly, i/b M/s Mehta & Girdharilal, for the Plaintiff
Ms Olive Joseph D'souza, for the Defendantf
CORAM: G.S. PATEL, J
DATED: 13th March 2020
PC:-
1.I passed this order in Interim Application No. 2 of 2020 yesterday:
1. There are two Interim Applications fled by the Plaintif. IA No. 1 of 2020 seeks order of disclosure against the 1st Defendant. IA No. 2 of 2020 is somewhat wider in scope, but I will come to that presently.
2. The 1st Defendant is MRF Ltd, a public limited company. It is a listed and traded company. The Plaintif claims to be the son and legal heir of one Harilal Valabdas Gandhi alias Hiralal Vallabhdas Gandhi.
3. The Plaintif obtained a Succession Certifcate from this Court on 14th November 2017.Page 1 of 8
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4. During his lifetime, the deceased Harilal held 91 shares in MRF Ltd under Folio No. H00069. There is an unpaged Afdavit in Reply from the 1st Defendant in IA No. 1 of 2020. Annexure '1' shows how these 91 shares were allotted at diferent times between 6th June 1961 and 25th September 1975 to Harilal. The distinctive numbers are also shown. Ms D'Souza for MRF Ltd confrms that in MRF Ltd's records, all 91 shares in MRF Ltd in fact stand in the name of Harilal Vallabhdas Gandhi.
5. Ordinarily, there should be no difculty upon this Afdavit being fled in making IA No. 2 of 2020 absolute. The prayers of that IA read thus:
"a) Pending the hearing and fnal disposal of the Suit, the Defendant No. 1 be ordered and directed to transfer the Suit shares in favour of Defendant No. 1;
b) Pending the hearing and fnal disposal of the Suit, the Defendant No. 1 be ordered and directed to make payment of all benefts in the nature of bonus shares/ dividend/interest other accruals and/or other monetary benefts declared by the Defendant No. 1 in respect of shares in MRF Limited from the date of the Order;"
6. The only problem is that one Grosson Advisors on 26th March 2019 apparently acting on behalf of one Maharukh Dinshaw Merchant wrote to MRF Ltd saying that 91 shares under this very Folio No. H00069 were the estate of her mother, Dina Dinshaw Merchant. Now that MRF Ltd confrms that this is incorrect and that the Folio stands in the name of Harilal Valabdas Gandhi, there should be no difculty in making an order on IA No. 2 of 2020.
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7. On behalf of MRF Ltd, it is submitted that there are discrepancies in the PAN Card and other documents. The Plaintif's father's name on some documents is shown as 'Harilal Sundardas Gandhi'. There is also an error in the death certifcate where the name is shown as Hiralal rather than Harilal.
8. MRF is not concerned with any of this and nobody has appointed MRF Ltd to investigate documents or to adjudicate upon them. It is not being asked to look at the PAN Card or death certifcate. Once there is a Succession Certifcate in the name of Harilal Valabdas or Vallabhdas Gandhi, the same name that refects in MRF Ltd's records, and that Succession Certifcate is issued under the imprimatur of the Court, nothing further remains to be done and no further questions are possible at MRF Ltd's instance. MRF Ltd cannot be seen to be questioning a Succession Certifcate issued by this Court. As far as MRF Ltd is concerned, it is fully protected by this order of the Court. It is always open to MRF Ltd to submit before any Authority or any Court that it has acted in compliance with directions of this Court.
9. IA No. 1 of 2020 is infructuous and is disposed of as such.
10. Mr Tamboly states that the disclosure in the latest Afdavit is in respect of the dividends is only from 1994 onwards. It is stated in the Afdavit that the dividends from 1994 to 2012 have been transferred to the IEPF (the Investor Education and Protection Fund) and the previous dividends have also been transferred to that. Details of the dividends lying with the company from 2013 till date and amounting to Rs. 14,175/- are shown in Annexure '1'.
11. So far as IA No. 2 of 2020 is concerned, therefore, there will be an order in terms of prayer clause (a).
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12. As regards prayer clause (b), the dividends that are currently lying with the company, MRF Ltd will be made over to the Plaintif.
13. In respect of all dividends that are with the IEPF, particulars of the date of transfer to the IEPF will be disclosed by MRF Ltd through its Advocate to the Advocate for the Plaintif within two weeks from today.
14. The transfer of shares is to be efected within three weeks from today. Once that transfer is efected, the Plaintif will do the necessary follow-up with the IEPF.
15. So far as Defendant No. 2 is concerned, apart from the one letter from the Advocate, there is nothing. There is no statement that the 2nd Defendant has obtained any protective orders or even representation to the estate of her mother showing that the estate and therefore the representation to it would have covered those shares. Apart from the Advocate's letter there is nothing at all. Further, the address of the 2nd Defendant has not been disclosed by her legal advisors despite a previous order of this Court passed on 22nd February 2020.
16. Mr Tamboly seeks leave to delete the 2nd Defendant in these circumstances. He states that upon that deletion the Suit itself can be worked out.
17. List the Suit for fnal orders on 13th March 2020.
2. As I noted, the 2nd Defendant has, apart from one Advocate's letter at page 75-76 addressed by her Advocates, Grosson Advisors, disclosed nothing at all about the steps, if any, taken by the 2nd Defendant to obtain representation to the estate of the deceased's mother Dina Merchant. The 2nd Defendant in this Page 4 of 8 13th March 2020 ::: Uploaded on - 16/03/2020 ::: Downloaded on - 09/06/2020 02:33:56 ::: 907-COMS96-20.DOC letter claimed that the said 91 shares of MRF Ltd, the 1st Defendant, were part of that estate. The 2nd Defendant's Advocate has not, despite an order dated 26th February 2020 communicated the address of the 2nd Defendant, her email address and contact numbers. The order dated 26th February 2020 reads thus:
1. Afdavit-in-reply to be fled on or before 4th March 2020.
2. In the meanwhile, issue notice to M/s. Grosson Advisors, Delhi directing them to provide address of their client-defendant no. 2 in the above IA, since the only address disclosed is that of the said Advocate himself. The said Advocate is directed to inform his client's address, e-
mail address and contact numbers to the registry within one week of receipt of the notice. In addition, private service is also permitted.
3. List the IA on 18th March 2020.
3. Mr Tamboly states that the Plaintif's attorneys have emailed the 26th February 2020 order to Grosson Advisors but with no response.
4. This is a completely unviable situation for both the Plaintif and MRF Ltd. Indeed MRF Ltd fnds itself in a truly peculiar situation. Its own records show that these 91 shares under Folio H00069 belonged to the Plaintif's father, Harilal Gandhi. This folio number does not refect the name of the 2nd Defendant or her mother, Dina Merchant. There is nothing on record or any communication through Grosson Advisors as to the steps, if any, that Maharukh Dinshaw Merchant took to obtain representation to Page 5 of 8 13th March 2020 ::: Uploaded on - 16/03/2020 ::: Downloaded on - 09/06/2020 02:33:56 ::: 907-COMS96-20.DOC her mother's estate. There is no evidence of any correspondence between Grosson Advisors or Maharukh and MRF Ltd except for the letter at page 76-77. That letter in itself is a mere claim. The contentions in that letter do not tally with MRF's own records.
5. Further, as Mr Tamboly points out, in paragraph 5 of Grosson Advisors' letter, it is clearly stated that on MRF Ltd's records, these shares do stand in the name of the Plaintif's father.
6. As between the Plaintif and the 1st Defendant, there is, therefore, no controversy, no triable issue and nothing on which the suit needs to be taken to trial.
7. It is in these circumstances, that Mr Tamboly moves a draft amendment to delete Defendant No. 2 from the cause title and delete prayer clauses (b), (e) and (i). The draft amendment is taken on record and marked "X" for identifcation with today's date.
8. Leave granted. Amendment to be carried out forthwith in the course of the day today. Reverifcation dispensed with.
9. If the erstwhile 2nd Defendant still claims title to these shares, she will have to adopt appropriate proceedings claiming such title in a Court of competent jurisdiction. For this purpose, I note that MRF Ltd has its registered ofce at Chennai and the 1st Plaintif's residence is in Mumbai.
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10. The only request made on behalf of MRF Ltd by Ms D'souza is that there should be a sufcient indemnity so that MRF Ltd is not held liable in damages or otherwise. This is boith reasonable and necessary. Mr Tamboly agrees that the Plaintif will provide the necessary indemnity in the form required by MRF Ltd. MRF Ltd will communicate the necessary format through Ms D'souza to Ms Shah on behalf of the Plaintif within two weeks from today. The indemnity will be provided within two days thereafter. The transmission of shares will happen within one week thereafter.
11. In this view of the matter, the Suit stands disposed of with a decree in terms of prayer clauses (a), (c) and (d). This decree is subject to the foregoing terms and conditions, including in regard to the indemnity and to the directions passed yesterday and extracted above.
12. The suit is disposed of in these terms.
13. Refund of Court fee, if any, in accordance with the Rules. For the purposes of Section 43 of the Maharashtra Court Fees Act and the proviso to that Section, today's date is the date of making a claim for repayment. The Prothonotary & Senior Master will issue a certifcate for a refund of Court Fees computed according to the Rules. He will act on production of an authenticated copy of this order without requiring a separate application.
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14. It is noted that this disposal of the Suit between the Plaintif and the sole Defendant (previous Defendant No. 1) is by consent of the parties.
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