Jindal Cotex Limited vs Bse Limited

IN THE SECURITIES APPELLATE TRIBUNAL AT MUMBAI DATED THIS THE 13TH DAY OF AUGUST, 2026 CORAM: Justice P.S. Dinesh Kumar, Presiding Officer Ms. Meera Swarup, Technical Member Dr. Dheeraj Bhatnagar, Technical Member Appeal No.565 of 2025 [Along with Misc. Application Nos.1368 and 1369 of 2025] Jindal Cotex Limited Village Mandiala Kalan, P.O. Bija, Tehsil Khanna, Ludhiana District, Punjab, .....Appellant India - 141412. (By Mr. Kalpana Desai, Advocate with Mr. K.C. Jacob, Mr. Shourya Tanay and Ms. Aarya Padhye, Advocates i/b. Economic Laws Practice for the Appellant.) BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001. .....Respondent (By Mr. Sagar Divekar, Advocate with Mr. Abhimanyu Mhapankar and Ms. Saumya Mishra, Advocates for the Respondent.) 2 With Appeal No.566 of 2025 [Along with Misc. Application Nos.1373 and 1374 of 2025 and 366 of 2026] Jindal Cotex Limited Office No.5, 2nd Floor, Krishna Complex Gtb Nagar Near Veer Palace, Mundian Kalan, Ludhiana-141015, Punjab. .....Appellant (By Mr. P.N. Modi, Senior Advocate with Ms. Kalpana Desai, Mr. K.C. Jacob, Mr. Shourya Tanay and Ms. Aarya Padhye, Advocates i/b.

Economic Law Practice for the Appellant.) National Stock Exchange of India Limited Exchange Plaza, Plot No.C/1, G Block, Bandra Kurla Complex, .....Respondent Bandra (E), Mumbai, Maharashtra - 400051. (By Mr. Shiraz Rustomjee, Senior Advocate with Mr. Vishal Jathar and Mr. Archit Shah, Advocates i/b. Parinam Law Associates for the Respondent.) THESE APPEALS ARE FILED UNDER SECTION 23L OF THE SCRA TO SET ASIDE THE ORDERS DATED FEBRUARY 24, 2025 AND OCTOBER 08, 2025 PASSED BY BSE AND OCTOBER 9, 2024 AND OCTOBER 13, 2025 PASSED BY NSEIL. THESE APPEALS HAVING BEEN HEARD AND RESERVED FOR ORDERS ON JULY 06, 2026 COMING ON FOR PRONOUNCEMENT OF ORDER THIS DAY, THE TRIBUNAL MADE THE FOLLOWING: 3 ORDER Per: Justice P.S. Dinesh Kumar, Presiding Officer These two appeals are presented by Jindal Cotex Limited; (i) Appeal No.565 of 2025 is directed against order dated 24.02.2025 passed by the Delisting Committee of the BSE Limited1 ('BSE' for short) and communication dated 08.10.2025 by the BSE; and (ii) Appeal No.566 of 2025 is directed against orders dated 09.10.2024 passed by the Delisting Committee of the NSEIL2 ('NSE' for short) and communication dated 13.10.2025 by the NSE.

2. We have heard Mr. Pesi Modi, learned Senior Advocate for the appellant in Appeal No.566 of 2025 and Ms. Kalpana Desai, learned Advocate for the appellant in Appeal No.565 of 2025. Mr. Shiraz Rustomjee, learned Senior Advocate for the respondent-NSEIL in Appeal No.566 of 2025 and Mr. Sagar Divekar, learned Advocate for the respondent-BSE Limited in Appeal No.565 of 2025. 3. At the outset, Mr. Modi submitted that this appeal is akin to a mercy petition. Jindal Cotex Limited ('appellant/Company' for short) is in the business of spinning cotton, synthetic fibres and manufacturing polyester yarn. It was listed on the NSE since 2009. As on date, the appellant has a total of 9,448 public 1 Bombay Stock Exchange Limited 2 National stock Exchange of India Limited 4 shareholders and one non-promoter, non-public shareholder. Due to sudden changes in Government's export policies restricting cotton fabric and cotton yarn during 2019-20, it resulted in huge quantity of 'unsold inventory' leading to price crash. Further, Covid-19 pandemic also halted the business operations. The banks and financial creditors initiated recovery and insolvency proceedings including actions under SARFAESI to recover loans of about ₹155 Crores.

The promoters and the management made all efforts to save the Company and secured 'one time settlements' with most creditors to save the Company. In the result, the Company had failed to meet the compliance obligation of LODR Regulations, 2015. 4. Mr. Modi further submitted that on 12.03.2020, the trading in Company's scrip was suspended by the BSE and NSE. NSE issued a show cause notice ('SCN' for short) for compulsory delisting of Company's shares due to defaults in filing and non- payment of SOP fines. Appellant replied to the SCN explaining the difficulties faced by the Company. After prolonged exchange of correspondence, the NSE has passed the delisting order on 09.10.2024. 5. Assailing the impugned order, he submitted that: 6. So far as the aspect of delay is concerned, he submitted that reckoned from the date of passing the impugned order, delay is 378 days. The appellant had filed a review application before NSE and on 31.10.2025, NSE has rejected the review application on the ground that there is no power to review. Reckoned from the date of the rejection of the review application, there is a delay of only 18 days.

7. Ms. Kalpana Desai, learned Advocate for the appellant in Appeal No.565 of 2025, submitted that appellant Company was suspended and delisted on 13.10.2020. 8. Ms. Desai further submitted that appellant adopts the arguments of Mr. Modi made in Appeal No.566 of 2025. In addition, she submitted that the SOP fines will have to be recomputed. 9. With regard to delay, Ms. Desai submitted that appellant had filed review application and reckoned from the date of rejection of review application the delay is only 24 days. 10. In reply, Mr. Rustomjee for NSE and Mr. Divekar for BSE submitted that the delisting orders are passed after granting several opportunities to the appellant to comply with the Regulations and pay the SOP fines. Adverting to the delisting order, Mr. Rustomjee pointed out that as on 09.09.2024, the SOP fines amounting to about ₹1,08,09,890/- and an annual listing fees of ₹56,51,955/- are due. Further, the appellant has not complied with Regulation 17(1)(c) of SEBI (LODR) Regulations with respect to minimum six Directors on the Board from the quarter ended December 2021. 11. Mr. Divekar submitted that huge SOP fines are pending and payable to the BSE.

He also submitted that appellant has not complied with the LODR Regulations with regard to minimum six Directors on the Board. He submitted that there is no provision for reviewing a delisting order. Therefore, reckoned from the date of delisting there is a delay of 250 days. Hence, the grounds urged by the appellant for condonation of delay are untenable. 12. We have carefully considered rival contentions and perused the records. 13. Undisputed facts of the case are, appellant was listed on both NSE and BSE with effect from 22.09.2009. Trading in 7 Company's securities was suspended with effect from 13.05.2022, due to failure to comply with the requirements of Regulation 31 of SEBI (LODR) Regulations, 2015 for two consecutive periods i.e. 30.09.2021 and 31.12.2021. 14. The impugned order passed by the NSE shows that the appellant Company was non-compliant with the submission of statement of investor grievance for quarter ended June 2024, shareholding pattern for quarter ended June 2024, secretarial compliance report for the F.Y. 2023-2024, corporate governance report with respect to minimum 6 directors on Board from the quarter ended December 2021 to June 2024 and reconciliation of share capital audit for quarter ended June 2024. 15. The impugned order further records a sum of ₹1,08,09,980/- (SOP fines under SEBI SOP Circular3) and ₹56,51,955/- (Annual Listing Fees) as on 09.09.2024 was due and payable by the Company.

16. The Delisting Committee, NSE has considered the matter on several dates i.e. 20.02.2023, 09.06.2023, 04.10.2023, 29.01.2024, 04.06.2024, 09.07.2024 and 09.10.2024. 17. On the first date i.e. on 20.02.2023, considering Company's submissions NSE granted additional opportunity to comply with the regulatory requirements and to pay fines due to the Exchange. SEBI SOP Circular No.SEBI/HO/CFD/CMD/CIR/P2020/12 dated 22.01.2020 8 18. On the next date of consideration i.e. on 09.06.2023, the Committee noted that SOP fines of ₹1.08 Crore4 and ALF of ₹51.13 Lakh5 was still due and payable. 19. On the next date of consideration i.e. on 04.10.2023, the Committee noted that the Company did not have the minimum required six Directors on the Board as per Regulation 17 of the LODR Regulations from quarter ended December 2021 to quarter ended June 2023. 20. On the next date i.e. on 29.01.2024, the Committee noted that non-compliance with regard to minimum number of Directors had continued, SOP fines amounting to ₹91.61 Lakhs6 were due and ALF of ₹54.53 Lakhs7 were due and payable. 21. On the next date i.e. on 04.03.2024, the Committee noted that non-compliance with regard to minimum number of Directors had continued, SOP fines amounting to ₹91.61 Lakhs were due and ALF of ₹49.80 Lakhs8 were due and payable.

22. On the next date i.e. on 04.06.2024, the Committee noted that non-compliance with regard to minimum number of Directors had continued and SOP fines amounting to ₹1.08 Crore9 and ALF of ₹54.74 Lakhs10 were due and payable. Precisely ₹1,08,09,980/- Precisely ₹51,13,774/- Precisely ₹96,61,000/- Precisely ₹54,53,145/- Precisely ₹49,80,015/- Precisely ₹1,08,09,980/- Precisely ₹54,74,642/- 23. The Committee further noted that the emails sent to the promoter of the Company at the registered email ID and notice sent through courier returned undelivered. Committee took note of the fact that the Company was not responding to Exchange's communications. It was also noted that the site visits made on behalf of the exchange had revealed that the Company was not operating at its registered office. 24. On the next date i.e. on 09.07.2024, the Committee noted that the personal hearing notices sent on 13.06.2024 and 25.06.2024 to the promoter of the Company at the registered email ID and through courier had returned unserved. The SOP fines of ₹1.08 Crore11 and ALF of ₹55.26 Lakhs12 were not paid. Following other shortfalls were also noted by the Committee.  "The company is non complaint with Regulation 17 (1) (c) of SEBI LODR Regulations w.r.t minimum 6 directors on Board from quarter ended December 2021 to quarter ended June 2024 and Submission of Annual Secretarial Compliance report, Regulation 24A of SEBI LODR Regulations 2015 for the Quarter/year ended March 2024 respectively.  The Exchange has conducted 2 site visits at the registered office address as per Exchange records and in both instances the company was not found at the location.  The Exchange tried contacting the company in following ways, but no positive response received:  Secretarial Compliance Report (Regulation 24A of SEBI LODR Regulations 2015) for the F.Y. ended-March 2024.  Corporate Governance (Regulation 17 (1) (c) of SEBI LODR Regulations 2015 Regulations) w.r.t minimum 6 directors on Board from the Quarter ended December 2021 to June 2024.  Reconciliation of share capital audit Report (Regulation 76 of SEBI Depositories and Participants Regulations 2018) for Quarter June 2024. b. The SOP fines amounting to (NR 1,08,09,980/- (One crore Eight lacs Nine Thousand Nine Hundred and Eighty) Including GST, and Annual Listing Fees amounting to INR 56,51,955/- (Fifty Six lacs Fifty One Thousand Nine Hundred and Fifty Five) as on September 09, 2024 is still due and payable to the Exchange by the Company. c. The communication for opportunity of personal hearing was sent by the Exchange vide its emails dated September 18, 2024 to Promoter of the company at the registered email id ([email protected]) available with the Exchange however the company has failed to provide any response to the Exchange.

2) The Committee also noted the following observations: 27. With the above observations, the Delisting Committee, NSE decided to compulsorily delist the appellant Company. 28. Similar is the case with BSE. 29. The facts narrated hereinabove, clearly demonstrate that appellant Company has grossly violated the LODR Regulations. It has remained non-complaint with regard to the minimum number of six Directors on its Board. Reckoned from the date of delisting, nearly six years have elapsed. As on date, SOP fines of more than ₹1 Crore and ALF of more than ₹50 Lakhs have not been paid to the NSE. Similarly, SOP fines and ALF have not been paid to the BSE. 30. The application for condonation of delay was also contested on the ground that there is no provision for filing a review application. The ground urged for condonation of delay is that the appellant had filed a review application before both exchanges. No review provision was brought to our notice by the learned advocates for the appellant Company. In the absence of a statutory provision for filing a review application, exclusion of time spent in pursuing a remedy in a wrong forum is not permissible.

31. Having considered the appeals on both delay and merit, we are of the view that appellant Company has grossly violated the LODR Regulations and failed to pay the SOP fines and ALF dues. To a pointed query, Mr. Modi, learned Senior Advocate submitted that the Company is not functioning. In the circumstances, appellant Company's prayer for one more opportunity to comply with the LODR Regulations and to pay the SOP fines and ALF to the Exchanges is devoid of merits. If such Companies are permitted to get listed again, unsuspecting 15 investors may invest and lose their hard earned money and therefore, these appeals do not merit any consideration. 32. Hence, the following: iv. No costs. Justice P.S. Dinesh Kumar Presiding Officer Ms. Meera Swarup Technical Member Dr. Dheeraj Bhatnagar Technical Member RAJALA Digitally signed 13.08.2026 KSHMI by RAJALAKSHMI H NAIR Date: 2026.08.13 RHN H NAIR 15:03:22 +05'30'