DAKSHA NANAVATIversusINVESTOR EDUCATION AND PROTECTION FUND AUTHORITY

     C/SCA/12112/2023                              JUDGMENT DATED: 09/03/2026




             IN THE HIGH COURT OF GUJARAT AT AHMEDABAD

               R/SPECIAL CIVIL APPLICATION NO. 12112 of 2023


FOR APPROVAL AND SIGNATURE:


HONOURABLE MR. JUSTICE HEMANT M. PRACHCHHAK Sd/-

==========================================================

             Approved for Reporting               Yes          No
                                                               No
==========================================================
                     DAKSHA NANAVATI
                          Versus
 INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY & ANR.
==========================================================
Appearance:
MR SI NANAVATI SENIOR COUNSEL WITH MR ADITYA A GUPTA(7875)
for the Petitioner(s) No. 1
MR ANKIT SHAH(6371) for the Respondent(s) No. 1
MR PARTH H SALUJA(13326) for the Respondent(s) No. 2
==========================================================

     CORAM:HONOURABLE MR. JUSTICE HEMANT M. PRACHCHHAK

                              Date : 09/03/2026

                                JUDGMENT


1.       RULE. Mr. Ankit Shah, learned counsel waives
service of notice of rule on behalf of respondent No.1 and
Mr. Parth H. Saluja, learned counsel waives service of
notice of rule on behalf of respondent No.1.

2.       The petitioner has !led present petition under
Article 226 and 227 of the Constitution of India r/w the
provisions of Section 125, 124 and 469 of the Companies


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Act, 2013 and also under the provision of the Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, with below
mentioned relief/s:-

      "22 (A) BE PLEASED to issue any appropriate writ, order
      or direction in the nature of certiorari, mandamus or any
      other writ, order or direction to quash and set aside the
      communication dated 15.05.2023 issued by Respondent
      No. 2 at Annexure N to this petition and communication
      dated 29.05.2023 issued by Respondent No. 1 at
      Annexure O to this petition and to further direct the
      Respondents to allow the application bearing Form IEPF
      -5 bearing SRN F60497815 and to transmit the shares
      from the name of the Petitioner's mother Kala Arvind
      Nanavati in the name of the Petitioner Daksha Nanavati
      in the interest of justice.

      B) BE PLEASED to direct the respondent No 1 to
      transmit the amount of dividend admittedly transferred
      in the account of Respondent No 1 by Respondent No.2
      as re9ected in the entitlement letter at ANNEXURE F,
      dated 05.04.2023, in the bank account of the petitioner,
      the details of which have been submitted to the
      Respondents in the interest of justice.

      C) BE PLEASED to direct the respondent No.2 to
      transmit the amount of dividend for the shares as per
      entitlement letter at ANNEXURE F, dated 05.04.2023,
      which has not been transmitted to Respondent No 1 in
      view of succession certi=cate, in the bank account of the
      petitioner, the details of which have been submitted to
      the Respondents in the interest of justice.

      D) BE PLEASED to stay the communication dated
      15.05.2023 issued by Respondent No. 2 at Annexure N
      to this petition and communication dated 29.05.2023
      issued by Respondent No. 1 at Annexure O to this
      petition and to further direct the Respondents to allow
      the application bearing Form IEPF -5 bearing SRN
      F60497815 and to transmit the shares in the name of the


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      Petitioner's mother Kala Arvind Nanavati in the name of
      the Petitioner pending admission, =nal hearing and
      disposal of the petition in the interest of justice.

      (E) BE PLEASED to award exemplary cost to the
      petitioner considering that the Respondents have put the
      Petitioner who is a senior citizen to a lot of convenience
      and harassment in the interest of justice.

      (F) YOUR LORDSHIPS BE PLEASED to pass such other
      and further order, which may be deemed =t in the
      interest of justice. "

3. It appears that the petitioner has challenged the
communication issued by respondent Nos. 1 and 2
rejecting the petitioner’s application for transfer of
shares in the name of the present petitioner on the
ground that the shares were held in physical mode and
were not re7ected in the account. The respondents relied
upon the provisions of the Rules of 2021, which amended
the earlier Rules of 2016, and contended that the
petitioner had failed to submit an indemnity bond
executed        on   appropriate     non-judicial    stamp        paper
indemnifying the Share Transfer Agent (STA) or the
issuer company, along with supporting documents such
as a succession certi!cate, probate of will, letters of
administration, court decree, or any other decree or
order of a Court or Tribunal, as may be applicable under
the provisions of the Indian Succession Act, 1925.

4. Since the petitioner did not submit the required
indemnity bond, the request for transfer of shares in the


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     C/SCA/12112/2023                                   JUDGMENT DATED: 09/03/2026




name of the petitioner was not considered by the
authority, and the application was !led/closed by the
authority on 15.04.2023 on the ground that the petitioner
had failed to supply the indemnity bond within the
prescribed period of 30 days as required under the Rules.
Respondent No. 1 insisted that the Rules framed by it
must be read and applied strictly and that even if the
petitioner had complied with Rule 2.2(a), the petitioner
was still required to furnish the indemnity bond as
provided under 2.2(b)(ii).

5.     According        to   the    petitioner,     such        insistence           is
completely illegal, unauthorized, and contrary to the
settled principles of law. Therefore, the petitioner has
challenged the impugned action of the respondents as
being illegal, arbitrary, and unsustainable in law.

6. The facts of the present petition are that the mother of
the petitioner, late Kala Arvind Nanavati, was the original
shareholder of shares in the company Navin Fluorine
International Limited. The petitioner is in possession of
the       original      share      certi!cate      of      Navin        Fluorine
International Limited bearing Certi!cate No. 542653,
Distinctive Nos. 47579281 to 47579290, and Folio No.
11011323. The said share certi!cate was in physical
form.

6.1 The mother of the petitioner passed away on


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  C/SCA/12112/2023                                       JUDGMENT DATED: 09/03/2026




16.11.2012. Thereafter, the petitioner preferred Misc.
Civil Application No. 365 of 2018 before the City Civil
Court, Ahmedabad, seeking issuance of a succession
certi!cate. By order dated 21.12.2021, the succession
certi!cate came to be issued in favour of the present
petitioner.

6.2 Subsequently, the petitioner applied for transfer of
the shares in the name of the petitioner as the legal heir
of the original shareholder. In response thereto, on
14.06.2022, the petitioner received a letter from the
respondent           requiring     submission        of      the     documents
mentioned            in   the     appended        list.      The       petitioner
accordingly supplied the required documents, including a
copy of the succession certi!cate along with an a@idavit,
which was stated to be mandatory where the value of the
shares exceeds Rs.5,00,000/-.

6.3 However, in the present case, the value of the shares
was less than Rs.5,00,000/-. Despite this, the respondents
insisted that the petitioner submit an indemnity bond
before the authority within 30 days from the receipt of
the said letter along with other documents. Since the
respondents           did   not    respond        till     06.01.2023,           the
petitioner sent a reminder email, which also remained
unanswered. Thereafter, another reminder email was
sent on 16.01.2023, which was also not replied to by the
respondents.

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6.4 In view of the inaction on the part of the respondents,
the   petitioner        approached          the    Nodal        O@icer,        i.e.,
respondent           No.2.   The      Nodal       O@icer       unequivocally
informed the petitioner that the documents submitted by
you had been scrutinized and veri!ed and were found to
be in order. The petitioner was further informed to !ll
and    submit        Investor    Education         &     Protection         Fund
Authority       i.e.IEPF-5      for    release      of     dividend/shares.
Accordingly, the petitioner submitted the said form
electronically on 15.04.2023 and also informed the
authority that an indemnity bond was not required in
view of the provisions of the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, particularly Rule 2.2(b)(ii),
since the value of the shares was below Rs.5,00,000/-.
The petitioner had already submitted the succession
certi!cate along with the application.

6.5 The relevant Rule Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, reads as under:
      "2.2 For value of securities up to [Rs. 5,00,000 (Rupees
      =ve lakh only),] per issuer company as on date of
      application, one or more of the following documents:

              (a) 2[Succession certi=cate or probate of will or
              will or letter of administration or Decree, as may be
              applicable in terms of Indian Succession Act, 1925.
              (39 of 1925) or any other Decree or Order of any
              Court or Tribunal]


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              (b) In the absence of the documents as mentioned
              at (a) above,

                     (i). No objection certi=cate from all legal
                     heir(s) executed by all the legal heirs of the
                     deceased holder not objecting to such
                     transmission (or) copy of Family Settlement
                     Deed duly notarized

                     and

                     (ii). An Indemnity bond made on appropriate
                     non-judicial stamp paper-indemnifying the
                     STA or Issuer Company."

6.6 Despite the above, the respondents have failed to
transfer the shares in favour of the present petitioner.
Hence,       the     petitioner     has      approached      this      Court
challenging the impugned action of the respondents in
not transferring the said shares in favour of the
petitioner.

7. Heard Mr. S.I. Nanavati, learned senior counsel
assisted by Mr. Aditya A. Gupta, learned counsel for the
petitioner       and Mr. Ankit Shah, learned counsel for the
respondent No.1 and Mr. Parth Saluja, learned counsel
for responded No.2.

8. Mr. S.I. Nanavati, learned Senior Counsel appearing
for the petitioner, has submitted that the petitioner has
furnished all the necessary documents as required by the
respondents. He has further pointed out that since the
value of the shares is less than Rs.5,00,000/-, the


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  C/SCA/12112/2023                             JUDGMENT DATED: 09/03/2026




requirement of furnishing an indemnity bond does not
arise, as provided under the Rules framed by respondent
No.1. In support of the said contention, reliance has been
placed upon the noti!cation issued by the Ministry of
Corporate A@airs dated 05.09.2016 under the relevant
Rules, more particularly Rule 2.2 read with Rule 4.2,
wherein it is speci!cally provided that:-
              "2.2 For value of securities upto [Rs. 5,00,000
              (Rupees =ve lakh only),] per issuer company as on
              date of application, one or more of the following
              documents:
              (a) [Succession certi=cate or probate of will or will
              or letter of administration or Decree, as may be
              applicable in terms of Indian Succession Act, 1925.
              (39 of 1925) or any other Decree or Order of any
              Court or Tribunal]

              (b) In the absence of the documents as mentioned
              at (a) above,

                     (i). No objection certi=cate from all legal
                     heir(s) executed by all the legal heirs of the
                     deceased holder not objecting to such
                     transmission (or) copy of Family Settlement
                     Deed duly notarized

                     and

                     (ii). An Indemnity bond made on appropriate
                     non-judicial stamp paper-indemnifying the
                     STA or Issuer Company."

8.1 Meaning thereby, in the absence of the documents
mentioned in Clause-a, the petitioner is required to ful!ll
the criteria laid down in Clause-b. However, in the
present case, the petitioner has already complied with the


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  C/SCA/12112/2023                              JUDGMENT DATED: 09/03/2026




requirements of Clause-a and, therefore, there is no
necessity to comply with the criteria prescribed under
Clause-b. In such circumstances, the action of the
respondents is contrary to the settled principles of law
and, therefore, the same deserves to be quashed and set
aside.

8.2 Mr. S.I. Nanavati, learned Senior Counsel appearing
for the petitioner has also submitted that the stand of the
Deputy       Nodal   O@icer    in     its    communication           dated
15.5.2023 also goes against Section 124(6) of the
Companies Act, 2013.

8.3 Over and above the contentions raised in the memo
of the petition, the petitioner urges before the Court that
present petition may be allowed and the impugned
communications may be quashed and set aside.



9. On the other hand, learned counsels appearing for the
respondents have opposed the petition and submitted
that present petition may not be entertained and the
same may be dismissed.

9.1 Reliance is placed on the the a@idavit in reply !led by
Nodal O@icer i.e. respondent No.2 - Navin Fluorine
International Limited and more particularly paragraph
No.14 with reads as under:-



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  C/SCA/12112/2023                         JUDGMENT DATED: 09/03/2026




      "14. With reference to paragraph 17 of the SCA. I state
      that the email dated 13.06.2023 (Annexure-Q, pages 96-
      97) has been addressed by the advocate of the Petitioner
      to the Respondent No.1-IEPF.

      It is in the aforesaid background that the Petitioner has
      approached this Hon'ble Court by the present SCA. I
      reiterate that in so far as the Respondent No.2-Company
      is concerned, the Respondent No.2-Company while
      issuing the Entitlement letter dated 09.04.2023
      (Annexure-F, pages 52-54) has clearly informed the
      Petitioner that her documents are in order. However,
      since submission of Indemnity Bond was one of the
      mandatory requirements getting auto generated while
      =ling Form IEPF as per the procedure laid by
      Respondent No.1-IEPF and the said requirement of
      furnishing indemnity is also speci=ed in (i) the proviso
      to Rule 7(2) of IEPF Rules and Schedule IV to the
      IEPF Rules; and (ii) on the website of IEPF
      at      https://www.iepf.gov.in/IEPF/refund.html,     the
      Respondent No.2-Company called upon the Petitioner to
      supply the same. However, if the Respondent No.1-IEPF
      dispenses with and/or waives the requirement of
      indemnity Bond, the Respondent No.2-Company can
      have no objection to the transmission of shares and to
      the refund of unclaimed dividends."



9.2 It is submitted that the petitioner’s mother, late Kala
Arvind Nanavati, who was the original shareholder,
passed away on 16.11.2012. However, the petitioner
obtained the Succession Certi!cate only on 21.12.2021.
In the meantime, as the dividend on the shares remained
unpaid or unclaimed for seven consecutive years, the
shares were transferred to the Investor Education and
Protection Fund (IEPF) on 24.12.2021 in accordance with
Section 124(6) of the Companies Act, 2013.


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9.3 It is submitted that the petitioner was informed about
the transfer of shares to the IEPF Authority by letter
dated 14.06.2022 along with the procedure for claiming
the same. Thereafter, upon receipt and veri!cation of the
documents submitted by the petitioner, Respondent No.2
issued an Entitlement Letter dated 05.04.2023 under
Rule    7(9)         of    the   IEPF     Rules        con!rming         that     the
documents were in order and advising the petitioner to
!le Form IEPF-5 before the IEPF Authority.

9.4 It is submitted that while processing the claim, the
requirement of submission of an Indemnity Bond was
generated as per the IEPF Rules and the procedure
prescribed by the IEPF Authority. Since the petitioner
failed to submit the same within the prescribed time,
Respondent            No.2       was     constrained          to     reject       the
application vide email dated 15.05.2023 in compliance
with Rule 7(3) of the IEPF Rules. Thereafter, the IEPF
Authority itself rejected the petitioner’s application by
communication dated 29.05.2023.

9.5 It is submitted that in view of the above, Respondent
No.2 has acted strictly in accordance with the statutory
provisions and has no independent role once the shares
are transferred to the IEPF Authority. However, if
Respondent                No.1   –     IEPF          Authority      waives        the
requirement of the Indemnity Bond, Respondent No.2 has


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  C/SCA/12112/2023                         JUDGMENT DATED: 09/03/2026




no objection to the transmission of shares and refund of
unclaimed dividends in accordance with law.

10. The petitioner has also !led a rejoinder a@idavit to
the a@idavit-in-reply !led by Respondent No.2, wherein
the petitioner has reiterated the contentions raised in the
memo of the petition and has once again referred to the
provisions of Sections 124 and 125 of the Companies Act,
2013. It is contended by the petitioner that unless and
until the shares are transmitted in the name of the
petitioner, the petitioner would not be entitled to claim
the same and, therefore, the petitioner seeks appropriate
directions for transmission of the shares.

10.1 The petitioner has further contended that the
provisions of the relevant Rules framed under the IEPF
Rules have been duly complied with and that the
petitioner satis!es the requirement of Rule 2.2a. It is
therefore urged that once the criteria under clause 2.2a
are ful!lled, the petitioner is not required to comply with
clause 2.2b of the said Rules and consequently is not
required to submit any Indemnity Bond. It is also
contended that the value of the shares in question is not
exceeding Rs.5,00,000/-.


11. I have perused the documents and relevant material
available on record. I have also gone through the record
of the petition and the provisions of the Act and Rules


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framed thereunder.

12. Considering the facts and circumstances of the case
and the submissions advanced by both sides, it clearly
emerges that the petitioner has duly complied with all the
requisite criteria and has submitted all the relevant
documents               in    the    prescribed      manner.         In     such
circumstances,               the respondent No.2 is required                       to
process the petitioner’s request and transfer the shares in
the name of the petitioner.

13. So far as the insistence of the respondent authorities
upon submission of an indemnity bond by relying upon
Rule 2.2 is concerned, the same is wholly misconceived
and contrary to the scheme of the Rules. A plain reading
of     Rule       2.2        makes   it   abundantly     clear       that     the
requirement             of    furnishing      documents      mentioned             in
Clause-b arises only in the absence of the documents
speci!ed in Clause-a. In the present case, the petitioner
has already furnished all the documents contemplated
under Clause-a. Therefore, there was no justi!cation
whatsoever on the part of the respondent to insist upon
the petitioner to submit an indemnity bond as the
petitioner has provided the succession certi!cate as per
Clause a of Rule 2.2.

14. The action of the respondent in refusing to process
the petitioner’s application on such untenable grounds is
arbitrary and unsustainable in law. Once the petitioner
has complied with the requirements prescribed under the
Rules,         the      respondents        cannot    impose         additional

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conditions which are not contemplated therein.

15. Accordingly, the concerned respondent is hereby
directed to forthwith process the application submitted by
the petitioner and transfer the shares in the name of the
petitioner without insisting upon submission of any
indemnity bond. The said shares constitute the lawful
property of the petitioner and, therefore, the petitioner
cannot be deprived of the same due to an unwarranted
and        erroneous                 interpretation                     of       the        Rules            by       the
respondent authorities.

16. For the foregoing reasons the petition is hereby
allowed. A communication dated 15.05.2023 issued by
Respondent No. 2 and communication dated 29.05.2023
issued by respondent No.1 are hereby quashed and set
aside. Rule is made absolute to the aforesaid extent. No
order as to costs.


                                                                                                                     Sd/-
                                                                        (HEMANT M. PRACHCHHAK,J)
SURESH SOLANKI
 Original copy of this order has been signed by the Hon'ble Judge.
 Digitally signed by: SURESHKUMAR MOTIBHAI SOLANKI(HC00208), PRINCIPAL PRIVATE SECRETARY, at High Court of Gujarat on 12/03/2026 18:07:47




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