GODREJ INDUSTRIES LIMITED Vs. RITU BHARGAVA

JUDGEMENT

(1.) This single order shall dispose of two revision petitions, RP No. 718/2008, "Godrej Industries Limited versus Ritu Bhargava & Ors." and R.P. No. 2982/2008, "Ritu Bhargava versus Godrej Industries & Ors." and a copy of the same may be placed on each file.

(2.) These two revision petitions have been filed under section 21(b) of the Consumer Protection Act, 1986 against the impugned order dated 14.11.2007 passed by the Madhya Pradesh State Consumer Disputes Redressal Commission (for short 'the State Commission') in FA No. 2104/2006, "Ritu Bhargava versus Godrej Industries Ltd. & Ors.", vide which, while allowing the appeal, the order dated 04.09.2006, passed by the District Consumer Disputes Redressal Forum, Indore, dismissing the consumer complaint no. 470/2004 was set aside.

(3.) Brief facts of the case are that the complainant Ritu Bhargava, an Advocate at Indore, M.P. held 45 fully paid up shares of Rs. 6 each of OP, Godrej Industries Limited, a public limited company, duly incorporated under the provisions of the Indian Companies Act, 1956. In February 2002, the OP Company framed a "Scheme of Arrangement" between the Company and its shareholders which, among other things, provided for buy back of 40% of its shares. The Scheme was approved under section 391 and 394 of the Companies Act by the High Court of Judicature at Bombay. It has been stated that the objections to the scheme taken by the Securities & Exchange Board of India (hereinafter referred to as 'SEBI') and the Central Government were rejected by the High Court of Judicature at Bombay and the SLP filed by the SEBI against the order of the High Court of Judicature at Bombay, was also dismissed by the Supreme Court of India vide order dated 22.2.2006. The version given by the OP Company says that after sanction of the Scheme by the High Court, it sent letters of offer to all its shareholders, including the present complainant, intimating that unless the shareholders specifically communicated their option to continue holding the shares, it would be presumed that consent for buy-back of the shares had been given by them. The OP Company says that since the complainant did not exercise any option to retain the shares, the Company exercised its right to buy-back the complainant's shares. They remitted an amount of Rs. 810/- to the complainant through account payee cheque on 12.09.2002 at the price of Rs. 18 per share. It has been stated in the complaint that the complainant did receive cheque no. 093334 dated 12.09.2002 for Rs. 810/-, but she returned the said cheque vide her letter dated 26.09.2002. She sent a letter to the Company saying that she neither received the alleged buy-back offer, nor did she exercise any option for buy-back. It was stated that unilateral purchase of shares was illegal and amounted to compulsory acquisition. The complainant requested that her shares should be re-credited to her de-mat account. The Company, however, stated that they had acted in accordance with the Scheme, duly approved by the High Court and there was no question of re-crediting the shares, because the same already stood cancelled and the cancellation was also approved by the Court vide order dated 28.11.2002. The complainant Ritu Bhargava preferred the consumer complaint in question, alleging deficiency in service and claiming direction to the OP Company to return / re-allot her shares. She also claimed compensation of Rs. 50,000/- for mental harassment etc. The District Forum vide order dated 04.09.2006, dismissed the said consumer complaint. However, on an appeal filed by the complainant before the State Commission, the order of the District Forum was set aside and the learned State Commission directed the OP Company to credit the shares to the de-mat account of the complainant and also to pay Rs. 5,000/- as compensation and Rs. 25,000/- as cost of litigation. It is against this order that the present petition has been made. The second revision petition, i.e., RP No. 2982 of 2008 has been filed by Smt. Ritu Bhargava stating that relief should be granted to the petitioner as prayed for in her complaint and the shares, in question, should be credited to her account and she should be compensated for mental harassment etc.