1994 (9) TMI 274 - HC - Companies Law

Company Law Board - Appeal against orders of, Free transferability and registration of transfers of listed securities, Mutual fund

Issues Involved:
1. Whether the Unit Trust of India (UTI) constitutes a mutual fund within the meaning of the Securities and Exchange Board of India (Mutual Funds) Regulations, 1993.
2. Whether the investment restrictions in Schedule VI of the SEBI Regulations apply to UTI.
3. Whether these restrictions apply to UTI's schemes, allowing it to own more than 5% of the appellant's paid-up capital.
4. Whether regulation 36 of the UTI Regulations, 1963, is impliedly repealed by the SEBI Act, 1992, and SEBI (Mutual Funds) Regulations, 1993.
5. Whether the Company Law Board (CLB) should interfere with the bona fide decision of the Board of Directors regarding the contravention of laws, rules, regulations, guidelines, and administrative instructions.
6. Whether the CLB has the power to decide the grounds for refusal of registration stipulated in section 22A(3) of the Securities Contracts (Regulation) Act, 1956.
7. Whether the CLB can direct registration of a transfer even after holding that the Board of Directors acted bona fide and in good faith.

Detailed Analysis:

Issue 1: Whether UTI constitutes a mutual fund within SEBI Regulations, 1993
The appellants argued that UTI is a mutual fund and thus subject to SEBI regulations limiting mutual fund holdings to 5% of a company's shares. The CLB, however, held that UTI, though a mutual fund, is not governed by the SEBI guidelines or regulations. The High Court upheld the CLB's decision, noting that UTI, being a statutory mutual fund, is not constituted under the Indian Trusts Act, 1882, nor does it have an asset management company as required by SEBI regulations. Therefore, UTI does not fall within the scope of SEBI's mutual fund regulations.

Issue 2: Whether SEBI investment restrictions apply to UTI
The appellants contended that the SEBI regulations apply to UTI, restricting its investment to 5% of a company's shares. The High Court found that the SEBI regulations specifically exclude mutual funds not established under a trust deed approved by SEBI. Since UTI is a statutory body and not established under such a trust deed, the SEBI regulations do not apply to it.

Issue 3: Whether restrictions apply to UTI's schemes
The appellants argued that UTI's schemes should not collectively own more than 5% of the appellant's shares. The High Court, agreeing with the CLB, held that UTI, as a statutory mutual fund, is not subject to the SEBI regulations or guidelines, which apply to mutual funds established under the Indian Trusts Act and managed by an asset management company.

Issue 4: Implied repeal of UTI Regulations by SEBI Act and Regulations
The appellants claimed that regulation 36 of the UTI Regulations, 1963, was impliedly repealed by the SEBI Act, 1992, and SEBI (Mutual Funds) Regulations, 1993. The High Court rejected this argument, stating that UTI, being a statutory body, is governed by its own regulations unless explicitly repealed by new legislation. The SEBI regulations do not explicitly repeal UTI's governing regulations.

Issue 5: CLB's interference with the Board's bona fide decision
The appellants argued that the CLB should not interfere with the Board's decision if it was made in good faith. The High Court held that the CLB has the authority to review the Board's decisions to ensure they comply with the law, rules, regulations, and guidelines. The CLB concluded that the Board's decision was erroneous, even though it was made in good faith.

Issue 6: CLB's power to decide grounds for refusal of registration
The appellants contended that the CLB's jurisdiction is limited to determining whether the Board acted in good faith. The High Court disagreed, stating that the CLB has the power to review the grounds for refusal of registration under section 22A(3) of the Securities Contracts (Regulation) Act, 1956. The CLB can assess whether the refusal was legitimate and in compliance with the specified grounds.

Issue 7: CLB's direction to register transfer despite bona fide decision
The appellants argued that the CLB should not have directed the registration of the transfer after finding the Board's decision bona fide. The High Court upheld the CLB's decision, stating that the CLB has the authority to order registration if it finds the refusal was based on incorrect grounds, even if the Board acted in good faith.

Conclusion:
The High Court dismissed the appeal, upholding the CLB's decision that UTI, though a mutual fund, is not governed by SEBI regulations or guidelines. The CLB has the authority to review the Board's decisions and can direct the registration of share transfers if the refusal is found to be based on incorrect grounds. The appeal was dismissed, and the appellants were ordered to bear their own costs and the costs of the respondents. The order was stayed for six weeks to allow the appellants to appeal to a higher court.

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