WITH

CA No. 31 of 2018

Under Section 56, 58 and 59 of the Companies

Act, 2013

CA No. 31 of 2018

In the Application of

Hindustan Unilever Limited

…Applicant

Versus

Darius Soli Framroze

…Respondents

CP No. 633 of 2017

In the matter of

Darius Soli Framroze

…Petitioner

Versus

Hindustan Unilever Limited

...Respondent

Order Delivered on : 06.02.2025

Coram

Hon’ble Member (Judicial) : Sh. Justice Virendrasingh G. Bisht (Retd.)

Hon’ble Member (Technical) : Sh. Prabhat Kumar

Appearances:

For the Petitioner : Ms. Namrata Parikh, Advocate For the Respondent : Mr. Deeshank Joshi, Advocate ORDER

1. This Petition bearing CP No. 633/2017 is filed by Darius Soli Framroze (“Petitioner”) under Section 56, 58 and 59 of the Companies Act, 2013 (“Act”) against Hindustan Unilever Limited (“Respondent”) seeking the following reliefs :

a) Order and Direct:

i. Direct the Respondent to forthwith transfer and transmit to the Petitioner (on behalf of the Estate of the deceased) 1,08,360 Shares originally comprised in Folio No. 1801344 (alongwith all additions and accretions thereto, including all bonus and rights shares and all dividends) and consequently to rectify the Register of Members to reflect the name of the petitioner (as the owner of 1,08,360 shares) as the Sole Administrator of the estate of the Deceased;

ii. In the alternative and without prejudice to the above, the Respondent be directed to purchase an equivalent number of shares from the market and transfer the same to the Petitioner in his capacity as the Administrator of the Estate of the Deceased;

iii. In the further alternative to the above, the Respondent be directed to make payment of Rs. 13,12,88,976/- (Rupees Thirteen Crores Twelve Lakhs Eighty Eight Thousand Nine Hundred and Seventy Six Only), to the Petitioner (which is the current market value of 1,08,360 shares) or the market value of the shares at the date of final disposal of this Petition whichever is higher;

iv. Direct the Respondent to pay to the Petitioner all unpaid dividends in respect of 1,08,360 shares till the date of the disposal of this Petition.

b) pending the hearing and final disposal of the present Petition, this Hon’ble Tribunal be pleased to:

i. Order the Respondent to make a full and complete disclosure of all papers and documents in connection with the Shares originally comprised in Folio No. 1801344 and all steps taken in respect thereof;

ii. issue a temporary injunction restraining and prohibiting the Respondent form in any manner effecting any further transfer of Shares held by the Deceased originally comprised in Folio No. 1801344;

iii. issue a temporary injunction restraining and/or prohibiting Respondent from in any manner directly and/or indirectly transferring, alienating, dealing with, encumbering and/or otherwise creating any third party rights and/or interest in relation to the said Shares held by the Deceased originally comprised in the Folio No. 1801344;

iv. direct the Respondent to deposit with this Hon’ble Tribunal all dividends hereafter declared in respect of 108360 shares till the disposal of this Petition.

c) ad-interim reliefs in terms of prayer (b)(i) to (b)(iv) above.

2. The Respondent in the present Petition has moved an Application bearing CA No. 31/2018 against the Petitioner seeking the following reliefs:

a) To dismiss and reject Company Petition No. 663 of 2017;

b) Pending the hearing and final disposal of the present Application, this Hon’ble Tribunal be pleased to stay further proceedings in Company Petition No. 663 of 2017, including any applications for interlocutory or interim reliefs therein;

c) For ad-interim reliefs in terms of prayer clause (b) above.

3. Since the above captioned Company Application challenges the maintainability of the present Petition and the facts and pleadings in both the matters are similar and interconnected, hence they were heard together. Therefore, they are being disposed of by this common order.

Brief Facts

4. The Respondent is a public company incorporated in 1933 and is listed on the Bo