Jp Financial Services Pvt. Ltd vs Golden Tobacco Ltd

JP Financial Services Pvt. Ltd. ...Appellant

Versus

Golden Tobacco Ltd. ...Respondent

Present:

For Appellant : Mr. Sudipto Sarkar, Senior Advocate assisted by Ms. Sushmita Banerjee and Mr. Aniket Aggarwal, Advocates

For Respondent : Mr. Brij Kishor Mishra and Mr. Dhaval Deshpande, Advocates

ORDER

18.07.2018 On 29th May, 2018 when the matter was taken up, this

Appellate Tribunal passed the following order :

"The Appellant has raised limited grievance with regard to

the last paragraph of the order dated 14th May, 2018

passed by National Company Law Tribunal (hereinafter

referred to as "Tribunal"), Kolkata Bench, Kolkata in I.A.

No. 423/KB/2018 in C.P.No. 543/KB/2018, which reads

as follows:

"At this stage, we are not entering into that

controversy. We observe that let SEBI to proceed with its

programme relating to the open offer. However, any

outcome of that proceedings shall be subject to decision in 2

IA No. 423/KB/2018 and C.P. No. 543/KB/2018. The

parties are to file affidavit-in-reply and rejoinder against

pleadings of each other."

2. Learned Senior Counsel appearing on behalf of the

Appellant submits that once SEBI proceeds with the

programme related to the open offer and decides the

matter, the Tribunal will have no jurisdiction to make any

observation against the decision of the SEBI and thereby

the outcome of SEBI decision cannot be subject to the

decision of the Interlocutory Application.

3. Issue notice. Mr. Dhaval Deshpande, Advocate

accepts notice on behalf of the Respondent. No further

notice need be issued to him. He may file reply along with

vakalatnama within fifteen days. Rejoinder, if any, be filed

by the Appellant within two weeks thereof.

4. Post the case on 18th July, 2018 before this Bench.

The appeal may be disposed of on the next date."

Mr. Brij Kishor, learned counsel appearing on behalf of respondent

submitted that the Tribunal has jurisdiction to direct investigation under the

provisions of the Companies Act, 2013 but accept that thereafter the SEBI may

proceed with the order, if any, prima facie case is made out. Further, we find that

the appellant has raised the question of maintainability of petition under Section

216 of the Companies Act, 2013 which is also required to be determined by the

Tribunal. In the circumstances, we are of the view that the Tribunal was not

required to make any observation for SEBI though it is open to SEBI to act in

Company Appeal (AT) No. 170 of 2018 3

accordance with law. The order dated 14th May, 2018 to the extent of direction

or observation given to SEBI is set aside. The Tribunal will decide the petition on

an early date including the question of maintainability after hearing the parties.

The appeal stands disposed of. No cost.

[Justice S.J. Mukhopadhaya] Chairperson

[ Justice Bansi Lal Bhat ] Member (Judicial)

/ns/sk/

Company Appeal (AT) No. 170 of 2018