2024 (11) TMI 555 - HC - Companies Law

NSE constitutes 'State' under Article 12, stop transfer direction quashed for lack of authority

Aloysius D’Souza, Christian, Indian Inhabitant Versus Union of India Through the Ministry of Corporate Affairs, New Delhi, Investor Education and Protection Fund, National Stock Exchange of India Ltd. Dr. Reddy’s Laboratories Ltd., Bigshare Services Pvt. Ltd.

Aloysius D’Souza, Christian, Indian Inhabitant Versus Union of India Through the Ministry of Corporate Affairs, New Delhi, Investor Education and ... Issues Involved:1. Whether a writ petition is maintainable against the National Stock Exchange (NSE) under Article 226.2. Legality of the communication dated 4 October 2007 issued by NSE directing the stop transfer of shares.3. Whether the shares in question belong to the defaulting member of the exchange.4. The locus standi of the Petitioner to file the present proceeding.5. The availability of an alternative remedy before the Securities Appellate Tribunal.6. Delay and laches in filing the petition.Detailed Analysis:1. Maintainability of Writ Petition Against NSE:The court examined whether a writ petition could be entertained against the NSE. It was established that the NSE, by virtue of its functions and duties, falls under the definition of 'State' as per Article 12 of the Constitution of India. The court referred to precedents, including the Supreme Court's decision in K. C. Sharma Vs. Delhi Stock Exchange, which affirmed that stock exchanges are amenable to writ jurisdiction. The court rejected NSE's contention that it is not subject to writ jurisdiction, emphasizing that if a stock exchange acts unfairly or arbitrarily, an aggrieved party can seek a public remedy.2. Legality of the Communication Dated 4 October 2007:The impugned communication directed the stop transfer of shares due to a default by a trading member. The court scrutinized the basis of this communication and found no evidence that the shares in question were assets of the defaulting member. The transfer forms did not list the defaulting member as a transferee, and no claims were lodged by the named transferees. The court concluded that the NSE lacked the authority to issue such a direction, thereby infringing the Petitioner's right to property under Article 300A of the Constitution.3. Ownership of Shares:The court noted that the shares remained in the Petitioner's name, as confirmed by the company and the transfer agent. The NSE failed to demonstrate that the shares were assets of the defaulting member. The court highlighted that merely possessing transfer forms does not confer ownership rights. The absence of any steps taken by NSE to transfer the shares in its name since 1998 further weakened its claim.4. Locus Standi of the Petitioner:The Petitioner was found to have the standing to file the petition, as the shares were still recorded in his name. The court rejected NSE's argument that the Petitioner had transferred the shares, noting that the transfer forms did not support this claim.5. Alternative Remedy Before Securities Appellate Tribunal:The court addressed the argument that the Petitioner should have approached the Securities Appellate Tribunal. It clarified that the impugned communication was neither an order nor a decision, thus not falling under the purview of Section 23L of the Securities Contracts (Regulation) Act, 1956. Consequently, the Petitioner was not required to seek redressal through the Tribunal.6. Delay and Laches:The court dismissed the argument of delay and laches, noting that the Petitioner only became aware of the impugned communication in November 2007. The court emphasized that the NSE had no authority to issue the communication, rendering the delay argument irrelevant. The Petitioner's actions were consistent with asserting his rights, and there was no evidence of him sleeping over his rights.Conclusion:The court quashed the impugned communication dated 4 October 2007 and directed the issuance of duplicate share certificates to the Petitioner. It also ordered the transfer of dividends to the Petitioner's account. The court refrained from commenting on NSE's conduct but noted that the NSE should not have obstructed the issuance of duplicate certificates without statutory authority. The rule was made absolute without any cost order.