02 March 2023
I am a major shareholder of a company, 33%, The management of the company have transferred money, raw material, to their sister concerns. The company had large volume of shares in a bank, The saud bank became ICICI two and a half decades back. The shares grew in volumes again after share split, rights issues and bonus shares,
The management of the company transferred a junk to its principal company, pledged the shares to advance its growth. A residue of few thousand shares was with the company. The company became a defaulter in all angles, bank repayment, sales tax arrears, Pf arrears, workers salary arrears. It was taken by ARCIL and subsequently the Official Liquidator takes control, Its valuable properties, building and machinery were sold to paay the arrears, Having done, without informing the shareholders the company was dissolved by the liquidator in 2020 August,
To everyone's surprise the shares of IICI remains untouched. The dividend was claimed by the Official Liquidator for 2 years and the remaining remains unclaimed.
As the shareholders have not been intimated and not been taken care off can they stake claim of the shares lying with ICIC?
11 July 2024
The situation you've described involves complex legal and procedural aspects. Here are some points to consider regarding the shareholders' claim on the shares lying with ICICI (formerly Saud Bank):
1. **Legal Status of Shares**: The shares of ICICI (formerly Saud Bank) that were held by the company before its dissolution are assets of the company. When a company goes into liquidation, all its assets, including shares, are typically under the control of the liquidator.
2. **Role of Liquidator**: The Official Liquidator is appointed by the court to oversee the liquidation process. Their role includes collecting and realizing the assets of the company, settling its liabilities, and distributing any remaining assets to creditors and shareholders as per the priority set by law.
3. **Distribution of Assets**: In the case of liquidation, after settling all debts and liabilities, any remaining assets, including shares, are distributed among the shareholders of the company. This distribution is based on the shareholding percentage of each shareholder.
4. **Claiming Shares**: Shareholders typically have a right to claim their portion of the company's assets (including shares) during the liquidation process. The liquidator is responsible for notifying shareholders about the process and providing them with an opportunity to stake their claim.
5. **Dividend Claim**: It's mentioned that dividends were claimed by the Official Liquidator for two years. The dividend income derived from the shares during the liquidation period would typically form part of the assets to be distributed among the shareholders.
6. **Legal Advice**: To assert their rights and understand the specific details of the situation (including any procedural lapses in notifying shareholders), the shareholders should seek legal advice from a qualified corporate lawyer specializing in company liquidation and shareholder rights.
7. **ICICI's Role**: ICICI, as the successor entity of Saud Bank, would follow legal directives regarding the disposition of shares and distribution of assets during the liquidation process. They would act based on court orders and instructions from the Official Liquidator.
In summary, while the company has been dissolved and its assets liquidated, shareholders typically retain rights to claim their portion of remaining assets, including shares. Legal advice is crucial for shareholders to understand their specific rights and how to proceed in claiming the shares from ICICI in this complex scenario.
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