Full Judgment
J.D. Kapoor, President:
1. Appellant having suffered the impugned order dated 12.1.1998 to make the payment of Rs. 17,627/- towards the value of 500 shares purchased by it from the respondent and interest @ 15% payable from 1.3.1996, has directed this appeal. The appellant had given offer to the shareholders of the company in compliance with the Stock Exchange Leasing Guidelines/Agreement and Security and Exchange of India and in pursuance of the said offer the respondent sold 500 shares to the appellant company along with transfer deed. Instead of making the payment of the value of the shares the appellant returned them. According to the appellant, due to the time taken during the process of transfer of shares it could not pay the amount in time and returned the shares to the appellant vide letter dated 28.3.1996 and, therefore, was wrongly held guilty for deficiency in service.
2. We have perused the open offer floated by the appellant, the offer opened on 1.2.1996 and closed on 29.2.1996. The relevant extracts of the offer are as under :
The Offer
(1) This offer is being made to the Equity Shareholders of SNL whose names appears in the Register of Members of SNL as on 23.11.1995 (Book Closure from 23.11.1995 to 20.12.1995) to acquire upto 64,66,800 fully paid up Equity Shares of Rs. 10/- each representing 20% of the voting capital of SNL as on 16.5.1995 at a price of Rs. 35.25 per Equity Share. Pursuant to this offer, the public shareholding of SNL would not reduce to less than 20% of the Voting Capital of the Company in order to ensure continued listing of the Equity Shares of SNL on the Pune, Bombay and Delhi Stock Exchange on which these Equity Shares are currently listed.
Offer Price
The purchase price for every equity share of the face value of Rs. 10/- each of SNL is Rs. 35.25 being the average of weekly high prices quoted at Bombay Stock Exchange during the 26 weeks immediately preceding 16th May, 1995.
Method of Settlement
The Shareholders of SNL who qualify and wish to avail of this offer will have to send the following documents by Registered Post or deliver in person to the Registrars to the offer either at their Ahmednagar address or at their Bombay address as mentioned in the Form of Acceptance so as to reach on or before 29th February, 1996.
(a) Form of Acceptance duly completed and signedâIn case of Joint Holders, the Form of Acceptance should be completed and signed by all the shareholders in the same order, which appears in the Register of Member of the company. This offer cannot be changed or altered nor can any new name be added for the purpose of accepting this offer.
(b) Original Share Certificate.
(c) Valid Share Transfer Form(s) duly signed (by all the shareholders in case the shares are held in joint names) as per the specimen lodged with SNL and witnessed. After due certification of the documents and signature of the acceptors of this offer, the offerors will arrange to offer payment of the purchase price by cheque to the acceptors within four weeks of the closure of the offer. The transaction will be deemed to be completed on the basis of spot delivery contract. All procedures relating to the offer including payment of consideration to the shareholders who have accepted the offer would be completed within four weeks from the date of closure of the offer.
3. As is apparent from the aforesaid nature of offer and the method of settlement, the appellant once having accepted the shares pursuant to the offer was not entitled to return the shares and was liable to pay price of the shares at Rs. 35.25 per equity shares as mentioned in the aforesaid clause of the offer.
4. The contention of the Counsel for the appellant that respondent is not a consumer as defined under Section 2(1)(d) of Consumer Protection Act, 1986 does not find favour with us as he had hired or availed the services of the appellant by selling the shares which belonged to the appellant company itself against the consideration and, therefore, non-payment of the value of the shares as per terms of the offer amounted not only to deficiency in service but unfair trade practice also.
5. In the reseult the appeal is dismissed being devoid of merit. However, the shares, which are stated to be in possession of the respondent shall be returned to the company within 15 days where after the aforesaid payment will be made by the appellant.
6. The FDR, if any deposited by the appellant be returned forthwith after completing necessary formalities.
7. A copy of this order as per statutory requirements be forwarded to the parties free of charge and also to the District Forum and thereafter the file be consigned to Record Room.
Appeal dismissed.