1994 (9) TMI 273 - HC - Companies Law

Summary

Issues Involved:
(i) Whether the Unit Trust of India (UTI) constitutes a mutual fund under the SEBI (Mutual Funds) Regulations, 1993.
(ii) Whether the investment restrictions in Schedule VI of the SEBI Regulations apply to UTI.
(iii) Whether UTI under all its schemes could own more than 5% of the appellant's paid-up capital carrying voting rights.
(iv) Whether regulation 36 of the UTI (General) Regulations, 1964, is impliedly repealed by the SEBI Act, 1992, and the SEBI (Mutual Funds) Regulations, 1993.
(v) Whether the Company Law Board (CLB) should interfere with a bona fide decision of the board of directors of a company.
(vi) Whether the CLB has unlimited power to decide the grounds for refusal of registration under section 22A(3) of the Securities Contracts (Regulation) Act, 1956.
(vii) Whether the CLB can direct registration of a transfer after holding that the board of directors had acted bona fide.

Detailed Analysis:

Issue (i): Whether the Unit Trust of India constitutes a mutual fund under the SEBI (Mutual Funds) Regulations, 1993.
The court held that UTI is a mutual fund but is not governed by the SEBI (Mutual Funds) Regulations, 1993. The CLB concluded that UTI, though a mutual fund, is excluded from the operation of the SEBI guidelines of 1992 and the SEBI (Mutual Funds) Regulations of 1993. The court supported this view, noting that UTI is a statutory mutual fund and not constituted in the form of a trust as required by the SEBI regulations.

Issue (ii): Whether the investment restrictions in Schedule VI of the SEBI Regulations apply to UTI.
The court agreed with the CLB's finding that the SEBI regulations, including the investment restrictions in Schedule VI, do not apply to UTI. The regulations are meant for mutual funds constituted under a trust deed and approved by SEBI, which does not include UTI.

Issue (iii): Whether UTI under all its schemes could own more than 5% of the appellant's paid-up capital carrying voting rights.
The court upheld the CLB's decision that UTI is not restricted by the SEBI regulations from holding more than 5% of the appellant's paid-up capital. The guidelines and regulations cited by the appellant do not apply to UTI.

Issue (iv): Whether regulation 36 of the UTI (General) Regulations, 1964, is impliedly repealed by the SEBI Act, 1992, and the SEBI (Mutual Funds) Regulations, 1993.
The court did not find regulation 36 of the UTI (General) Regulations, 1964, to be impliedly repealed by the SEBI Act, 1992, or the SEBI (Mutual Funds) Regulations, 1993. The regulations are distinct and do not overlap.

Issue (v): Whether the CLB should interfere with a bona fide decision of the board of directors of a company.
The court held that the CLB has the authority to review the correctness of the decision of the board of directors, even if the decision was bona fide. The CLB can examine whether the decision was made in accordance with the law and the company's articles of association.

Issue (vi): Whether the CLB has unlimited power to decide the grounds for refusal of registration under section 22A(3) of the Securities Contracts (Regulation) Act, 1956.
The court affirmed that the CLB has the power to review the grounds for refusal of registration under section 22A(3) and is not limited to only checking the bona fides of the decision. The CLB can determine if the refusal was legitimate and in accordance with the specified grounds.

Issue (vii): Whether the CLB can direct registration of a transfer after holding that the board of directors had acted bona fide.
The court concluded that the CLB can direct the registration of a transfer even if it finds that the board of directors acted bona fide. The CLB's role includes ensuring that the refusal to register is based on legitimate grounds.

Conclusion:
The appeal was dismissed, and the court upheld the CLB's decision directing the appellant to register the transfer of shares in favor of UTI. The court granted a stay of the order for six weeks to allow the appellant to challenge the decision in a higher court.