At, SEBI Securities Exchange Board of India Securities Appellate Tribunal
By, THE HONOURABLE DR. C.K.G. NAIR
For the Appellants: J.J. Bhatt, Rinku Valanju, Advocates i/b. R.V. Legal, Prakash Shah, i/b. Prakash Shah & Associates, Advocates. For the Respondent: Tomu Francis, Vivek Shah, Advocates i/b. ELP.
Misc. Application No.206 in Appeal no.242 of 2018 and Misc. Application no.207 of 2018 in Appeal no.243 of 2018.
There is a delay of 9 days in filing Appeal no.242 of 2018 and 243 of 2018 respectively. For the reasons stated in the Misc. Applications the delay is condoned.
Both the Misc. Applications are disposed of accordingly with no order as to costs.
Appeal Nos.234, 235, 241, 242 and 243 of 2018
1. All these Appeals have been filed challenging the compulsory delisting order issued by the BSE Limited on various dates. By these orders several companies, including the five appellants before us, have been delisted from BSE Limited with effect from 4th July, 2018.
2. The basic argument of the learned Counsel for the appellants Mr. J.J. Bhatt and Mr. Prakash Shah is that a fair opportunity of being heard was not granted prior to issuing the impugned order. Sub-Section 21A of the Securities Contracts (Regulation) Act, 1956 (‘SCRA’) specifically provides for giving a reasonable opportunity of being heard prior to delisting a listed company. Similarly Regulation 22(1) of SEBI Delisting Regulations, 2009 also provides for the same. Accordingly and since delisting a company, is a serious matter impacting multiple stakeholders natural justice has to be ensured.
3. Learned Counsel Shri Tomu Francis appearing on behalf of BSE Limited on the other hand submits that a reasonable opportunity of being heard does not mean that a personal hearing needs to be granted. None of the appellants in these appeals in their replies has given any justification for continuing to remain listed. Further there are serious non compliances of various provisions of the Listing Regulation/Agreement. As such providing another opportunity in terms of personal hearing may not serve any purpose.
4. I do not agree with the submissions made by the Counsel for BSE. It is clearly stated in both the SCRA, 1956 and in the Delisting Regulations, 2009 that before compulsorily delisting a company a reasonable opportunity of being heard is to be provided to the company. Given the consequences of compulsory delisting on multiple stakeholders it is imperative that this provision of giving a reasonable opportunity of being heard is followed in letter and spirit.
5. Accordingly without going into the merit of each individual appeal I direct the BSE to give the appellants an opportunity of hearing, including per
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sonal hearing if requested for by the appellants, within a period of 8 weeks from today and pass appropriate orders as per law. 6. In the interim, status quo to be maintained. 7. All five appeals are disposed of on above terms with no order as to costs.