PRAMILA GUPTA vs Lupin Chemicals Ltd

THE complainants Smt. Pramila Gupta and her husband Shri Anil Kumar purchased 200 shares of Lupin Chemicals Ltd. through one Vikas Khatri, who was OP -2 in the complaint filed by them. After purchase, the shares were duly lodged with the company, which was impleaded as OP -1 in the complaint and were transferred in the name of the complainants, vide letter dated 15.09.1994. Later on, the shareholder Shri Mukesh Kumar Rastogi, who was impleaded as OP -3 in the complaint, wrote to OP -1, claiming that the aforesaid shares were not sold by him. On receipt of the aforesaid communication from Shri Mukesh Kumar Rastogi, the company cancelled the transfer of shares in the name of the complainants. The matter was reported to the Police and an FIR was registered. The complainants were arrested and had to spend sixteen day in custody. Being aggrieved from their harassment, and unjustified detention, they approached the concerned State Commission by way of a complaint, seeking the following reliefs: A. To direct the OP No.1 not to cancel the above said share certificate already transferred in the name of the complainants; B. To direct the Ops to pay compensation worth Rs.10,00,000/ - (ten lacs) as a loss of social reputation happened due to criminal proceedings; C. To direct the Ops to pay Rs.5,00,000/ - (five lacs) for harassment, physical discomfort and mental agony due to going in jail; D. To direct the Ops to pay Rs.5,000/ - incurred in medical expenses by the complainants having suffered with mental shock. E. To direct the Ops to pay Rs.25,000/ - for the expenses incurred by the complainants during the criminal proceedings. F. To direct the Ops to pay the costs of these proceedings. G. Any other relief which the Hon''ble Forum deems fit and proper in favour of the complainants as in the nature and circumstances of the case.

NEITHER OP -2 -Vikas Khatri nor OP -3, Mukesh Kumar Rastogi came forward to resist the complaint. OP -1 -Lupin Chemicals Ltd., however, opposed the complaint, inter -alia on the grounds that on receipt of the letter from the shareholder, alleging that shares in question has not been sold to them, it had no option but to cancel the transfer which they had earlier effected in the name of the complainant after complying with due process, which included comparison of the signature on the share transfer deed with the signature available in the record of the company. The State Commission, vide impugned order dated 22.7.2010, dismissed the complaint, qua opposite parties No. 1 and 3 namely, Lupin chemicals Ltd. and Mukesh Kumar Rastogi but directed OP -2 Vikas Khatri to pay compensation amounting to Rs.10,00,000/ - to the complainant, besides actual cost of the shares of amounting to Rs.10,000/ -. Interest @ 10% p.a. from the date of filing of the complaint till the date of the payment was also awarded to the complainants. Being aggrieved from the quantum of the compensation awarded to them and also no compensation having been awarded against the other opposite parties, the appellants are before us by way of this appeal.

AS far as the OP -1 Lupin Chemicals Ltd. is concerned, the complainants, in our opinion are not entitled to any compensation from it. The company transferred the shares in the name of the complainants after complying with the prescribed procedure in this regard. But, when they received a complaint from the shareholder, alleging that the shares in question had not been sold by him, they were fully justified in cancelling the transfer since any inaction on their part, despite receiving the aforesaid complaint would have amounted to deficiency in the services rendered by them to the above referred shareholder. Since the company acted bonafidely on the complaint of the shareholder who claimed that the transaction was not carried out by him, it cannot be said to be deficient in rendering the services and no compensation can be allowed against such a company on account of its revoking the transfer of the shares in the light of the complaint received from the original share holder. As far as OP -2 and 3 are concerned, either of them could be wrong. In case, the shares were not sold by Shri Mukesh Kumar Rastogi to the complainants, as was claimed by him, OP/2 Shri Vikas Khatri would be liable to compensate the complainants because in such a case can be safely presumed that he was instrumental in forging the signature of the Mukesh Kumar Rastogi on the transfer deeds, which he had delivered to the complainants, along with share certificates. In case, the shares were actually sold by Mukesh Kumar Rastogi through Shri Vikas Khatri or some other person, there would be no justification for grant of compensation against Shri Vikas Khatri and in that case, the complainants would have right to seek compensation only from Shri Mukesh Kumar Rastogi. The State Commission, in the facts and circumstances of the case, felt that it was Vikas Khatri, who was responsible to pay compensation to the complainants. Presumably, it was done in view of the fact that Shri Mukesh Kumar Rastogi had written to the OP -1, claiming that shares in question were not sold by him and Shri Vikas Khatri did not come forward before the State Commission to prove that the sale was actually carried out by Mukesh Kumar Rastogi and the transfer deeds were duly signed by him in pursuance of the said sale. Be that as it may, since Shri Vikas Khatri has not come forward to challenge the order passed by the State Commission, we need not delve further into this aspect of the matter.

AS far as the quantum of compensation is concerned, though no amount of pecuniary compensation can really compensate the complainants for the mental torture, harassment and agony, which they must have suffered on account of their detention in custody for sixteen days, considering all the facts and circumstances of the case, the compensation amounting to Rs.10,00,000/ - cannot be said to be inadequate.

FOR the reasons stated hereinabove, we find no merit in the appeal; consequently, the same is dismissed with no order as to costs.