Premier Proteins Ltd. vs Sebi

DATE : 29.06.2017

Misc. Application No. 300 of 2016 And Appeal No. 349 of 2016

Padmini Technologies Ltd. 101-C, 1st Floor, Kundan Niwas, Hari Nagar, Ashram, New Delhi - 110 014. ..... Appellant

Versus

BSE Ltd. Floor 25, P J Towers, Dalal Street, Mumbai 400 001. ...... Respondent

Mr. Nirman Sharma, Advocate with Mr. Aditya Bhansali, Ms. Nirali Mehta, Advocates i/b Mindspright Legal for the Appellant. Mr. Pesi Modi, Senior Advocate with Mr. Roopadaksha Basu, Mr. Nair Ranjith Ramesh, Advocates i/b The Law Point for the Respondent.

With Appeal No. 351 of 2016

Premier Proteins Ltd. 45/47-A, Industrial Area, No. 1, A. B. Road, Dewas - 455 001. ..... Appellant

Versus

BSE Ltd. Floor 25, P J Towers, Dalal Street, Mumbai 400 001. ...... Respondent

Mr. Rajesh Khandelwal, Advocate i/b Juris Link for the Appellant. Mr. Pesi Modi, Senior Advocate with Mr. Roopadaksha Basu, Mr. Nair Ranjith Ramesh, Advocates i/b The Law Point for the Respondent.

With Appeal No. 352 of 2016

Girdharilal Sugar and Allied Industries Ltd. 45/47-A, Industrial Area No. 1, A. B. Road, Dewas - 455 001. ..... Appellant

Versus 2

BSE Ltd. Floor 25, P J Towers, Dalal Street, Mumbai 400 001. ...... Respondent

Mr. Rajesh Khandelwal, Advocate i/b Juris Link for the Appellant. Mr. Pesi Modi, Senior Advocate with Mr. Roopadaksha Basu, Mr. Nair Ranjith Ramesh, Advocates i/b The Law Point for the Respondent.

With Appeal No. 393 of 2016

M/s. Ideal Hotels & Industries Ltd. Hotel Ideal Tops, Cantt, Varanasi, Uttar Pradesh. ..... Appellant

Versus

BSE Ltd. Floor 25, P J Towers, Dalal Street, Mumbai 400 001. ...... Respondent

Mr. Dushyant Kumar, Advocate i/b Rajeev Kumar for the Appellant. Mr. Pesi Modi, Senior Advocate with Mr. Roopadaksha Basu, Mr. Nair Ranjith Ramesh, Advocates i/b The Law Point for the Respondent.

CORAM : Justice J. P. Devadhar, Presiding Officer Jog Singh, Member Dr. C. K. G. Nair, Member

Per : Justice J. P. Devadhar (Oral)

Misc. Application No. 300 of 2016 in Appeal No. 349 of 2016 :

1.

By this misc. application appellant seeks condonation of 31 days

delay in filing the appeal. For the reasons stated in the Misc. Application,

delay is condoned.

2. Misc. Application is disposed of, accordingly, with no order as to

costs.

3 Appeal Nos. 349, 351, 352 and 393 of 2016 :

1. Appellants in all these appeals are aggrieved by the respective orders

all dated August 16, 2016. By the said orders, the Delisting Committee of

Bombay Stock Exchange Ltd. ('BSE' for short) has compulsorily delisted

the appellant companies under the Securities and Exchange Board of India

(Delisting of Equity Shares) Regulations, 2009 ('Delisting Regulations' for

short), Securities Contract (Regulation) Act, 1956 read with Securities

Contract (Regulation) Rules, 1957 and rules, bye-laws and regulations of

BSE. By the said order, inter-alia, the promoters of the respective

appellant companies are directed to acquire delisted equity shares from the

public shareholders by paying them the value determined by the valuer

appointed by the exchange.

2. In view of the grievance made by the appellants that the impugned

orders have been passed without giving an opportunity of revoking the

suspension and without giving an opportunity of being heard, counsel for

BSE on instruction stated that the Delisting Committee of BSE would

reconsider the case of the appellants, if any representation is made by the

appellants in that behalf, subject to the promoters of the appellants

furnishing an undertaking that they shall not dispose of their assets till the

fresh order is passed by the Delisting Committee of BSE.

3. Counsel for the appellants in Appeal Nos. 349, 351, and 352 of 2016

fairly stated that the promoters of their clients would furnish an undertaking

as suggested by the BSE within a period of two weeks from today. Counsel

for the promoters of the appellant in appeal No. 393 of 2016, however,

submitted that the promoters of his client have already acquired the delisted

shares from the public shareholders and, therefore, the promoters of the 4

appellant in Appeal No. 393 of 2016 may not be directed to give an

undertaking as suggested by BSE.

4. In view of the submission made by counsel for BSE, we set aside the

impugned decisions all dated August 16, 2016 and direct the Delisting

Committee of BSE to pass fresh order on merits after considering the fresh

representation that may be made by the appellants, subject to the promoters

of the appellants furnishing an undertaking to the BSE that they shall not

dispose of their assets till a fresh order is passed in the matter and for a

further period of four weeks thereafter. Argument advanced by the counsel

for the appellant in Appeal no. 393 of 2016 that the delisted shares have

already been acquired by the promoters from the public shareholders cannot

be accepted, because the same is yet to be verified by SEBI.

5. In these circumstances, we dispose of all the appeals by passing the

following order :-

a) Impugned orders passed against the appellants all dated August

16, 2016 are quashed and set aside subject to the promoters of all

the appellant companies filing an undertaking before BSE within

two weeks from today that they shall not sell, dispose of, alienate

or create any third party in respect of the assets owned by them in

any manner whatsoever till fresh orders are passed by the

Delisting Committee of BSE and for a further period of four

weeks thereafter.

b) Appellants are at liberty to make a representation to the BSE

within a period of two weeks from today.

c) If the appellants make representation within two weeks from

today, then the Delisting Committee of BSE shall dispose of the 5

said representations made by the appellants, if any, as

expeditiously as possible and preferably within a period of six

months from today.

d) All contentions of both sides are kept open.

6. All the four appeals are disposed of in the aforesaid terms with no

order as to costs.

Sd/-

Justice J. P. Devadhar Presiding Officer

Sd/-

Jog Singh Member

Sd/-

Dr. C. K. G. Nair Member 29.06.2017 Prepared & Compared by PTM