Kaushalya Devi Marwaha vs D N Aggarwal

SMT . Kaushalya Devi Marwaha is the petitioner before us and Mr. D.N. Aggarwal is the respondent. During the proceedings, Smt. Kaushalya Devi, the petitioner, died and her legal heir was impleaded in the case vide our Order dated 4th January, 1996. Her legal heir Mrs. Veena Sarpal who is her sole legal representative was already on record as respondent No. 6 in the case. Mr. Madhusudan Upadhyay, respondent No. 3 also died during the proceedings and his legal representatives were impleaded in accordance with our Order dated the 18th March, 1996.

THE brief facts of this case are that Smt. Kaushalya Devi, the appellant, sold 200 shares of M/s. Hindustan Levers Ltd. to the respondent Shri D.N. Aggarwal at the rate of Rs. 140/ - per share on 28.6.91 for a sum for Rs. 28,700/ -. 100 shares were delivered on 28.6.91 itself and the . remaining 100 shares were to be delivered on the encashment of the cheque. Shri D.N. Aggarwal, who bought these shares, sold them to another person through M/s. Gupta Associates, Share Brokers. He, however, came to know from the share broker that the shares were not transferred in the name of the buyer because the signature of Smt. Kaushalya Devi on the transfer deed did not tally with her signatures in the records of the Company. This took Mr. Aggarwal by surprise and he made a complaint to the petitioner about it. The petitioner''s contention is that the transfer deeds were to be handed over after 21.8.91, the record date for bonus shares and dividend which were announced on 22.7.91. It may be mentioned again that the sale transaction of shares took place on 28.6.91. The contention of the petitioner throughout has been that she sold the shares at the rate of Rs. 140/ - whereas the prevailing market price was Rs. 163/ -per share because she wanted to retain the right of the bonus shares and the dividend announced on 22.7.91 and, therefore, she did not hand over the transfer deed till 21.8.91. It is the respondent Shri Aggarwal, who forged her signatures and, therefore, she was not liable for refusal of transfer in the name of Shri Kanchan Kakkar to whom they were sold through M/s. Gupta Investment Company. The District Forum found the complaint of Shri Aggarwal as frivolous and held that Smt. Kaushalya Devi had sold the shares at Rs. 140/ - per share because she wanted to retain the bonus as well as dividend. However, in Appeal No. 157/94, the State Commission came to the conclusion that there is no evidence to suggest that the buyer Shri Aggarwal had bought these shares without bonus and dividend rights. In support of this view the State Commission has quoted a receipt signed by Smt. Kaushalya Devi, the petitioner and witnessed by Smt. Veena Sarpal, her daughter. The receipt reads as follows: "I, Kaushalya Devi Marwah, W/o late Shri Hira Lal Marwah, r/o 5/50 WEA, Karol Bagh, New Delhi received a sum of Rs. 28,700/ - from Mrs. Sunita Aggarwal, r/o I 146, Ashok Vihar, Delhi vide Pay Order No. for Rs. 15.800/ - and Rs. 12.900/ - as a full and final consideration of the following shares of Hindustan Lever Ltd. The Pay Order drawn on and by Bank of Baroda. L.F. Distinctive No. Share Certificate Number No. of Shares HL.K.O./ 25630 31746444 to 31746468 0072811 25 '' 22166246 to 22166270 328195 25 '' 2216627 to 82 328196 12 '' 53290094 to 131 1086435 38 14537 14540273 to 289 108092 16 '' 11675183 to 701 84582 19 '' 9349861 to 875 61481 15 '' 1812276 to 300 17359 25 '' 8735676 to 8735700 43597 25 Total 200 For the above consideration I sold hundred shares of Hindustan Lever Ltd. I underkate to sign all the documents to enable the purchaser/subsequent purchasers and their transfer to get the shares transferred in their name. For the bad delivery for any reason, I undertake to compensate all the purchasers. I shall be abide by Delhi Stock Exchange Rules. Sd/ - (Kaushalya Devi Marwah)" On the basis of this receipt the State Commission came to the view that there is nothing on record to suggest, much less proved, that the buyer was not entitled to have the bonus and dividend rights as the sale transaction had been completed on 28.6.91, much before 21.8.91, the record dated fixed for the bonus shares and dividend which were announced on 22.7.91. The State Commission believed the contention of Shri Aggarwal that she agreed to sell the shares at Rs. 140/ - because she was in urgent need of money and wanted cash payment straightaway rather than through a stock broker which takes more than a month. Accordingly, the State Commission set aside the Order of the District Forum and directed the late Smt. Kaushalya Devi to pay Rs. 23,598.50 alongwith 12% interest per annum to the respondent, Sh. D.N. Agarwal.

WE have gone through the records of this case and heard the learned Counsel on both sides. We do not find any error of law or of jurisdiction in the order of the State Commission, nor we consider their appreciation of facts to be wrong. However, we find that the date from which interest is to be calculated has not been specifically mentioned in the Order of the State Commission specifically so as to remove any confusion in this regard. It may be noted here that the sale transaction took place on 28.6.91. On that date a pay order for Rs. 15,800/ - and a cheque for Rs. 12,900 / - were given by Shri D.N. Aggarwal to the late Mrs. Kaushalya Devi Marwah. Allowing a period of one week for encashment etc. of the Pay Order and cheque, we consider it appropriate to fix the date from which interest is to be calculated as 6th July, 1991. With this modification in the Order of the State Commission, we dismiss this Revision Petition with no order as to costs. Revision Petition dismissed.