Comfort Intech Ltd. vs Sebi

Date of Decision: 21.5.2021

Appeal No.363 of 2021

Comfort Intech Ltd. A-301, Hetal Arch, S.V. Road, Malad (W), Mumbai-400064. ..... Appellant

Versus

Securities and Exchange Board of India SEBI Bhawan, Bandra-Kurla Complex, Mumbai-400051. ... Respondent

Mr. Ashok Bansal, FCA with Mr. Jugal Thacker, FCA and Mr Anil Agrawal for the Appellant.

Mr. Sumit Rai, Advocate with Mr. Mihir Mody, Mr. Arnav Misra and Mr. Mayur Jaisingh, Advocates i/b. K. Ashar & Co. for Respondent SEBI.

CORAM: Justice Tarun Agarwala, Presiding Officer Justice M.T. Joshi, Judicial Member

Per: Justice Tarun Agarwala, Presiding Officer (Oral) 2

1.

The learned Chartered Accountant appearing for the

appellant states that the Company is not a necessary party in

the present proceedings.

2. The present appeal has been filed against the order dated

2nd February, 2021 passed by the Whole Time Member

('WTM' for short) discharging the noticees for any violation

of the Securities and Exchange Board of India (Substantial

Acquisition of Shares and Takeovers) Regulations, 2011. The

facts in brief are that an investigation was conducted in the

scrip of Ravi Kumar Distilleries Ltd. (hereinafter referred to as

'RKDL/Company) with regard to the possible violation of the

provisions relating to making an open offer under the SAST

Regulations, 2011 in respect of acquisition of equity shares in

the Company by the promoters and persons acting in concert.

Based on this investigation, a show cause notice dated 31st

January, 2019 was issued against 11 noticees. The WTM after

considering the matter by the impugned order has discharged

the said noticees.

3. The appellant is a shareholder of RKDL, i.e., the Company

and has filed the present appeal contending that the order is 3

incorrect and that the promoters and persons acting in concert

had made indirect acquisition which was in violation of the

SAST Regulations and, therefore, the WTM ought to have

passed an order directing these entities to make a public offer

so that an exit opportunity could have been given to the

appellant and other shareholders of the Company.

4. At the outset, we asked Shri Ashok Bansal, Chartered

Accountant appearing for the appellant that the appeal cannot

proceed in the absence of other noticees as they are necessary

parties. Shri Ashok Bansal insisted that only SEBI is a

necessary party and that other noticees are not necessary party.

5. In the light of the aforesaid, after hearing Shri Bansal we

are of the opinion that the appeal is not maintainable in the

absence of non impleadment of necessary parties. Any order

that may be passed by us modifying the impugned order

would be in violation of the principles of natural justice in so

far as the other noticees are concerned. Consequently, the

appeal is not maintainable for non joinder of necessary parties

and is dismissed as such without any order as to costs. 4

6. The present matter was heard through video conference

due to Covid-19 pandemic. At this stage it is not possible to

sign a copy of this order nor a certified copy of this order

could be issued by the Registry. In these circumstances, 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. Parties will act

on production of a digitally signed copy sent by fax and/or

email.

Justice Tarun Agarwala Presiding Officer

Justice M. T. Joshi Judicial Member

RAJALA Digitally by signed

21.5.2021 KSHMI NAIR RAJALAKSHMI H

Date: 2021.05.24 RHN H NAIR 07:47:12 +05'30'