Katherine Clerides v. Torrent Power Limited and 4 Ors.

Bombay HC1 Oct 2025IA/959/2025

Case brief

AI extract

What is this about?

Transmission of shares of deceased shareholder; Succession Certificate dated 24.02.2022; maintainability of testamentary interim application vis-a-vis Section 58(4) Companies Act 2013 / NCLT remedy; refusal to register shares; contradictory stands of company in letter dated 13.12.2021 and Affidavit in Reply; share certificate issued in name of Mahadeo Vaman Naik; Torrent Power Limited; Folio O015866; 12,972 shares; unclaimed dividend; further affidavit directed; maintainability left open.

What did the court decide?

Interim direction only: Respondent No. 1 to file a further Affidavit explaining the basis on which the shares came to be transferred to Mahadeo Vaman Naik; maintainability left open; none of the prayers (including transfer of 12,972 shares, costs or compensation) granted at this stage; matter listed on 1st April 2025. ¶¶28

Katherine Clerides vs Torrent Power Limited and 4 Ors. — Company and Corporate | Bombay HC (2025)

What the court decided

AI extract

Outcome

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Issue for consideration

Whether the Interim Application is maintainable, having regard to Respondent No. 1's preliminary objection that the Applicant's remedy lies under Section 58(4) of the Companies Act, 2013 before the NCLT, Gujarat (the company being registered in Gujarat). +1 more

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Court's answer

The Court agreed with the Applicant's counsel that the Section 58(4) objection does not arise, and found as a fact that Respondent No. 1 (Company) has not refused to register/transmit the shares to the Applicant.

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Ratio / Principle

Respondent No. 1 was directed to file a further Affidavit setting out the basis on which the shares came to be transferred to Mahadeo Vaman Naik, and the matter was listed on 1st April 2025.

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Key takeaways

The issue of maintainability of the Interim Application was expressly left open.obiter¶¶28

Detailed headnote1 paragraphs

Bombay High Court (Testamentary and Intestate Jurisdiction), Arif S. Doctor, J. — Interim Application No. 959 of 2025 in Testamentary Petition No. 1862 of 2021 (decided 18 March 2025). The Applicant, holder of a Succession Certificate granted by this Court on 24 February 2022 in respect of the debts and securities of the deceased Kate Accles Erulkar alias Kate A. Erulkar, sought directions for transmission of 12,972 shares of Torrent Power Limited (Folio No. O015866) with unclaimed dividend, besides costs and compensation. Respondent No. 1 raised a preliminary objection on maintainability, contending the remedy lay under Section 58(4) of the Companies Act, 2013 before the NCLT, Gujarat. The Court held that the Section 58(4) question did not arise since Respondent No. 1 had not refused to register/transmit the shares, noted the contradiction between Respondent No. 1's letter dated 13 December 2021 and its Affidavit in Reply regarding issuance of a share certificate in the name of Mahadeo Vaman Naik (stated to be administrator of the deceased), left the maintainability issue open, and directed Respondent No. 1 to file a further Affidavit explaining the basis of the transfer to Mahadeo Vaman Naik; matter listed on 1 April 2025.

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY TESTAMENTARY AND INTESTATE JURISDICTION

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INTERIM APPLICATION NO. 959 OF 2025

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TESTAMENTARY PETITION NO. 1862 OF 2021

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Katherine Clerides ...Applicant/Petitioner Versus Torrent Power Limited & Ors ...Respondents

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Ms. Sheetal Shah a/w Megha C. for the Applicant. Mr. Akshay Udeshi for Respondent No. 1. Ms. Seema Ram Gupta i/b Ashish Mehta for Respondent Nos. 2 to 5.

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CORAM : ARIF S. DOCTOR, J. DATE : 18TH MARCH 2025

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P.C. :

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By the present Interim Application, the Applicant, seeks the

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following reliefs:

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“(a) That Respondent No 1 Company be directed to intimate the procedure for transmission of the shares along with interest accrued thereon within one week of passing of the Order;

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(b) That Respondent No 1 Company be directed to file positive E -Verification Report within one week of receipt of documents;

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(c) that Respondent Nos 2 to 5 be directed jointly or severally to transfer in favour of the Applicant, a total of 12,972 (shares of Torrent Power Limited) standing in the name of Kate Accles Erulkar alias Kate A Erulkar, the deceased person, along with the unclaimed dividend thereon under Folio Nos. O015866 within a period of 2 weeks from the date generating the SRN Number;

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Ajit

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(d) That the Respondents jointly and/or severally be directed to pay the Applicant a sum of Rs 2,00,000/- (Rupees Two Lakhs Only) towards legal costs;

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(e) That the Respondents jointly and/or directly be directed today the Applicant a sum of Rs 3,00,000/- towards mental torture, agony and harassment;

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(f) Cost of the Application;

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(g) any other and further orders as the nature and circumstances deemed fit”

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Ms. Shah, Learned Counsel appearing on behalf of the Applicant submitted that despite the fact that this Court had vide an order dated 24 th February 2022, granted the Applicant a Succession Certificate in respect of the debts and securities of one Kate Accles Erulkar alias Kate A. Erulkar (“the deceased”). The first Respondent Company had neither transferred the shares nor intimated the procedure for transmission of the shares as also details of the share certificate numbers in respect of the shares held by the deceased in the first Respondent Company.

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Mr. Udeshi, Learned Counsel for Respondent No. 1 (Company) has raised a preliminary objection as to the maintainability of this Application. It is his submission that the remedy available to the Applicant could be under the provisions of the Companies Act, 2013 more particularly Section 58(4). He submits that since the company is registered in Gujrat, the appropriate Application made before the Hon’ble NCLT, Gujrat. To this, Ms. Shah submits that the question of 58(4) does not arise because, in the facts of the present case, there has been no refusal on the part of the company to register the shares in

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Ajit

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the name. She in fact points out that Respondent No.1 (Company) has in its Affidavit in Reply taken a stand which is contrary to what was taken in the letter dated 13th December 2021, wherein Respondent No. 1 (Company) has in the Affidavit in Reply stated that a share certificate was issued by Respondent No. 1 (Company) in the name of one Mahadeo Vaman Naik, who is administrator of late Kate Accles Erulkar alias Kate A. Erulkar i.e. the deceased. She also points out that there are no details whatsoever to explain the basis of which shares which was admittedly standing in the name of the deceased were transferred to Mahadeo Vaman Naik. Hence, today I am in agreement with Ms. Shah. I find that Respondent No. 1 (Company) has not refused to register / transmit these shares to the Applicant.

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Hence, leaving open the issue of maintainability, let Respondent No. 1 to file a further Affidavit setting out the basis on which these shares came to be transferred to Mahadeo Vaman Naik.

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List the matter on 1st April, 2025.

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(ARIF S. DOCTOR, J.)

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Ajit

Katherine Clerides v. Torrent Power Limited and 4 Ors.

Case brief

What is this about?

What did the court decide?

Katherine Clerides v. Torrent Power Limited and 4 Ors.

Case brief

What is this about?

What did the court decide?

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What the court decided

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