Tarun Agarwala, Presiding Officer

Oral:

1. We have heard the learned counsel for the parties. The present appeal has been filed against the disposal of the appellant’s compliant on the SCORES platform by communication dated 23rd October, 2020.

2. There is a delay in the filing of the appeal. For the reasons stated in the application, the delay in the filing of the appeal is condoned. The application is allowed. The exemption application is also allowed.

3. We find that the complaint was basically with regard to the non-disclosure made by the acquirer under Regulation 13 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (hereinafter referred to as “PIT Regulations”) as well as Regulation 29(1) and 29(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (hereinafter referred to as “Takeover Regulations”). Since the Company failed to make a satisfactory response, the complaint was made to SEBI on the SCORES platform.

4. By the impugned communication the complaint has been disposed of by attaching the Company’s reply. In our view, no reason whatsoever has been given while disposing of the complaint. We have time and again held that reasons, howsoever brief it may be, must be given while disposing of the complaint on the SCORES platform. Merely by stating that the company’s reply is attached amounts to non-application of mind. The respondent is required to see as to whether there has been infringement or violation of the PIT Regulations/SAST Regulations.

5. The contention of the learned counsel for respondent’s counsel was that the complaint was basically with regard to the non-response given by the Company. In our opinion this is not correct. Apart from that there are other serious allegations.

6. The contention of the learned counsel for the appellant and the Company is that a similar petition has been filed before NCLT and that it is a clear case of forum shopping. Be that as it may. We find that there are serious complaints which are required to be dealt with by SEBI under the SEBI laws.

7. In view of the aforesaid, the impugned combination is set aside. The matter is remitted to SEBI to pass a fresh order in accordance with law within four weeks from today.

8.

This order will be digitally signed by the Private Secretary on behalf of the bench and all concerned parties are directed to act on the digitally signed copy of this order. Certified copy of this order is also available from the Registry on payment of usual charges.