M/S New Delhi Television Limited vs Sebi

Date of Decision: 14.09.2015

Misc. Application No. 274 of 2015 In Appeal No. 358 of 2015

M/s New Delhi Television Limited 207 Okhla Industrial Estate, Phase-III, New Delhi-110 20, India ...Appellant

Versus

Securities and Exchange Board of India, SEBI Bhavan, Plot No. C-4A, G-Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051 ...Respondent

M/s Quantum Securities Private Limited ...Applicant/Intervener

Mr. Animesh Bisht, Advocate with Mr. Aditya Jalan, Advocate i/b Cyril Amarchand Mangaldas for the Appellant.

Mr. Vikram Nankani, Senior Advocate with Mr. Tomu Francis and Mr. Prithviraj Choudhari, Advocates for the Respondent

Mr. Sandeep Parekh, Advocate with Mr. Shashank Prabhakar and Mr. Gaurav Malhotra, Advocates i/b Finsec Law Advisors for Applicant/Intervener.

CORAM: Justice J.P. Devadhar, Presiding Officer Jog Singh, Member

Per: Justice J.P. Devadhar (Oral)

1.

By this Miscellaneous Application applicant seeks to be impleaded

as party respondent in Appeal No. 358 of 2015 filed by the appellant to

challenge the order passed by the Adjudication Officer ("AO" for short) 2

of Securities and Exchange Board of India ("SEBI" for short) on June 04,

2015.

2. Grievance of the applicant, a minority shareholder of the appellant-

company is that every shareholder of a company has vested right to

receive information about the company as is needed to enable the

shareholders to exercise their rights and powers in an informed and

constructive manner. Relying on Section 21 read with Section 23A of the

Securities Contracts (Regulation) Act, 1956 and Section 15A of the

Securities and Exchange Board of India Act, 1992, it is contended by the

applicant that every shareholder has vested statutory legal right to receive

true and adequate information regarding the material events in the form

of disclosures.

3. It is further contended on behalf of the applicant that in the present

case, the Key Management Personnel and independent directors of the

appellant-company had failed to furnish particulars relating to an order

passed by the Dispute Resolution Panel duly constituted under Section

144C of the Income Tax Act, 1961 inspite of repeated demands made by

the applicant. Being aggrieved by the aforesaid inaction on part of the

appellant-company to furnish aforesaid particulars, applicant had filed a

complaint before the stock exchanges and also before SEBI. According

to the applicant, impugned order is passed by SEBI on the basis of the

complaint filed by the appellant and therefore, it is submitted that the

applicant is a necessary and proper party to the appeal filed by the

appellant. It is further contended on behalf of the applicant that the AO 3

has passed the impugned order without affording sufficient opportunity to

the applicant to present its case and place other consequential material

facts in an effective manner. According to the applicant Mr. K.V.L.

Narayan Rao, representative of the appellant was responsible for

executing trades on behalf of the company in violation of regulation 3 &

4 of the Securities and Exchange Board of India (Prohibition of

Fraudulent and Unfair Trade Practices relating to Securities Market)

Regulations, 2003 and since no action has been taken against the said Mr.

K.V.L. Narayan Rao, it is submitted that in the interest of justice the

applicant be permitted to be impleaded as party respondent to the appeal.

4. We see no merit in the above contentions.

5. Admittedly, the applicant has filed independent Appeal bearing

No. 343 of 2015 before this Tribunal to challenge the very same order

which is challenged in the appeal filed by the appellant in Appeal No.

358 of 2015. Since the grievance of the applicant in respect of the

impugned order could be redressed in the substantive appeal filed by the

applicant in Appeal No. 343 of 2015, we see no reason to entertain the

present Miscellaneous Application filed by the applicant for being

impleaded as party respondent in Appeal No. 358 of 2015.

6. This Tribunal has consistently taken a view that every order passed

by SEBI against a company would obviously affect the interest of

shareholders/investors of that company. In such a case, it is held by this

Tribunal that the shareholders/investors of that company cannot be 4

permitted to be impleaded as party respondent to the appeal filed by the

company. In any event, in the present case the applicant who finds fault

with the impugned order has already filed a substantial Appeal bearing

No. 343 of 2015 which is being heard along the present appeal.

7. In these circumstances, we see no reason to entertain the

Miscellaneous Application filed by the applicant for being impleaded as

party respondent in Appeal No. 358 of 2015.

8. In the result, the Miscellaneous Application is dismissed with no

order as to costs.

Sd/-

Justice J.P. Devadhar Presiding Officer

Sd/-

Jog Singh Member

14.09.2015 Prepared & Compared By: PK