Securities Appellate Tribunal
Premier Proteins Ltd. vs Sebi on 29 June, 2017
Author: J. P. Devadhar
Bench: J. P. Devadhar
BEFORE THE SECURITIES APPELLATE TRIBUNAL
MUMBAI
DATE : 29.06.2017
Misc. Application No. 300 of 2016
And
Appeal No. 349 of 2016
Padmini Technologies Ltd.
101-C, 1st Floor, Kundan Niwas,
Hari Nagar, Ashram, New Delhi - 110 014. ..... Appellant
Versus
BSE Ltd.
Floor 25, P J Towers,
Dalal Street,
Mumbai 400 001. ...... Respondent
Mr. Nirman Sharma, Advocate with Mr. Aditya Bhansali, Ms. Nirali
Mehta, Advocates i/b Mindspright Legal for the Appellant.
Mr. Pesi Modi, Senior Advocate with Mr. Roopadaksha Basu, Mr. Nair
Ranjith Ramesh, Advocates i/b The Law Point for the Respondent.
With
Appeal No. 351 of 2016
Premier Proteins Ltd.
45/47-A, Industrial Area,
No. 1, A. B. Road, Dewas - 455 001. ..... Appellant
Versus
BSE Ltd.
Floor 25, P J Towers,
Dalal Street,
Mumbai 400 001. ...... Respondent
Mr. Rajesh Khandelwal, Advocate i/b Juris Link for the Appellant.
Mr. Pesi Modi, Senior Advocate with Mr. Roopadaksha Basu, Mr. Nair
Ranjith Ramesh, Advocates i/b The Law Point for the Respondent.
With
Appeal No. 352 of 2016
Girdharilal Sugar and Allied Industries Ltd.
45/47-A, Industrial Area No. 1,
A. B. Road, Dewas - 455 001. ..... Appellant
Versus
2
BSE Ltd.
Floor 25, P J Towers,
Dalal Street,
Mumbai 400 001. ...... Respondent
Mr. Rajesh Khandelwal, Advocate i/b Juris Link for the Appellant.
Mr. Pesi Modi, Senior Advocate with Mr. Roopadaksha Basu, Mr. Nair
Ranjith Ramesh, Advocates i/b The Law Point for the Respondent.
With
Appeal No. 393 of 2016
M/s. Ideal Hotels & Industries Ltd.
Hotel Ideal Tops, Cantt, Varanasi,
Uttar Pradesh. ..... Appellant
Versus
BSE Ltd.
Floor 25, P J Towers,
Dalal Street,
Mumbai 400 001. ...... Respondent
Mr. Dushyant Kumar, Advocate i/b Rajeev Kumar for the Appellant.
Mr. Pesi Modi, Senior Advocate with Mr. Roopadaksha Basu, Mr. Nair
Ranjith Ramesh, Advocates i/b The Law Point for the Respondent.
CORAM : Justice J. P. Devadhar, Presiding Officer
Jog Singh, Member
Dr. C. K. G. Nair, Member
Per : Justice J. P. Devadhar (Oral)
Misc. Application No. 300 of 2016 in Appeal No. 349 of 2016 :
1.By this misc. application appellant seeks condonation of 31 days delay in filing the appeal. For the reasons stated in the Misc. Application, delay is condoned.
2. Misc. Application is disposed of, accordingly, with no order as to costs.
3Appeal Nos. 349, 351, 352 and 393 of 2016 :
1. Appellants in all these appeals are aggrieved by the respective orders all dated August 16, 2016. By the said orders, the Delisting Committee of Bombay Stock Exchange Ltd. ('BSE' for short) has compulsorily delisted the appellant companies under the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ('Delisting Regulations' for short), Securities Contract (Regulation) Act, 1956 read with Securities Contract (Regulation) Rules, 1957 and rules, bye-laws and regulations of BSE. By the said order, inter-alia, the promoters of the respective appellant companies are directed to acquire delisted equity shares from the public shareholders by paying them the value determined by the valuer appointed by the exchange.
2. In view of the grievance made by the appellants that the impugned orders have been passed without giving an opportunity of revoking the suspension and without giving an opportunity of being heard, counsel for BSE on instruction stated that the Delisting Committee of BSE would reconsider the case of the appellants, if any representation is made by the appellants in that behalf, subject to the promoters of the appellants furnishing an undertaking that they shall not dispose of their assets till the fresh order is passed by the Delisting Committee of BSE.
3. Counsel for the appellants in Appeal Nos. 349, 351, and 352 of 2016 fairly stated that the promoters of their clients would furnish an undertaking as suggested by the BSE within a period of two weeks from today. Counsel for the promoters of the appellant in appeal No. 393 of 2016, however, submitted that the promoters of his client have already acquired the delisted shares from the public shareholders and, therefore, the promoters of the 4 appellant in Appeal No. 393 of 2016 may not be directed to give an undertaking as suggested by BSE.
4. In view of the submission made by counsel for BSE, we set aside the impugned decisions all dated August 16, 2016 and direct the Delisting Committee of BSE to pass fresh order on merits after considering the fresh representation that may be made by the appellants, subject to the promoters of the appellants furnishing an undertaking to the BSE that they shall not dispose of their assets till a fresh order is passed in the matter and for a further period of four weeks thereafter. Argument advanced by the counsel for the appellant in Appeal no. 393 of 2016 that the delisted shares have already been acquired by the promoters from the public shareholders cannot be accepted, because the same is yet to be verified by SEBI.
5. In these circumstances, we dispose of all the appeals by passing the following order :-
a) Impugned orders passed against the appellants all dated August 16, 2016 are quashed and set aside subject to the promoters of all the appellant companies filing an undertaking before BSE within two weeks from today that they shall not sell, dispose of, alienate or create any third party in respect of the assets owned by them in any manner whatsoever till fresh orders are passed by the Delisting Committee of BSE and for a further period of four weeks thereafter.
b) Appellants are at liberty to make a representation to the BSE within a period of two weeks from today.
c) If the appellants make representation within two weeks from today, then the Delisting Committee of BSE shall dispose of the 5 said representations made by the appellants, if any, as expeditiously as possible and preferably within a period of six months from today.
d) All contentions of both sides are kept open.
6. All the four appeals are disposed of in the aforesaid terms with no order as to costs.
Sd/-
Justice J. P. Devadhar Presiding Officer Sd/-
Jog Singh Member Sd/-
Dr. C. K. G. Nair Member 29.06.2017 Prepared & Compared by PTM