Few shareholers of a company pledged their shares to me as security for loan given to their company under a tri-partitite Share Pledge Agreement that included the borrower company as well. The Agreement says that upon receipt of all the dues, I will return the share certificates to the shareholders.
Now, some other investor has entered into an MOU with the company's MD who is broke financially. Under this MOU, he arranged for new investment into the company out of which, my loan was repaid by the company. Now the investor is asking me to return these share certificates to him without producing any letter of authority from the shareholders.
My worry is that the shareholder might sue me anytime to demand the share certificates as per the Agreement, and also citing that they were pledged by the shareholders and were the property of shareholders and not the company. Investor is insisting that I deliver the certificates to registered office of the company.
Will it absolve me of any future liability? Can I legally return share certificates to the company or any other director of the company who may have a general power of attorny about affairs of the company by the MD but not the shareholders? Pls advise.
