1996 (5) TMI 329 - HC - Companies Law

Summary

Issues Involved:
1. Legality of admission of new members to the Hyderabad Stock Exchange.
2. Moderation of marks in the written test for membership.
3. Authority of SEBI to issue directions to the Exchange.
4. Jurisdiction of the High Court under Article 226 over the Exchange.
5. Public duty of the Hyderabad Stock Exchange.
6. Compliance with the Securities Contracts (Regulation) Act and SEBI guidelines.

Issue-wise Detailed Analysis:

1. Legality of Admission of New Members:
The petitions questioned the admission of several persons as members of the Hyderabad Stock Exchange Ltd., a public limited company recognized by SEBI. The Exchange amended its articles of association to increase the maximum number of members and introduced an entrance fee. SEBI approved these changes and the procedure for selection, which included a written test and interview. The Exchange published notices inviting applications and set criteria for selection. The controversy arose from the governing body's decision to moderate marks in the written test, which allegedly favored certain candidates.

2. Moderation of Marks in the Written Test:
The Exchange decided to award four points or 20 marks out of 100 to all examinees irrespective of their performance in the written test. This decision was challenged on the grounds that it resulted in awarding grace marks and manipulating the selection process. The Exchange justified moderation due to the high standard of the question paper and the reduced duration of the test. However, the Court found that the moderation marks unfairly benefited some candidates and denied membership to others who performed better.

3. Authority of SEBI to Issue Directions:
The petitioners challenged SEBI's authority to issue directions to the Exchange, arguing that only the Central Government had such power under the Securities Contracts (Regulation) Act. The Court, however, held that SEBI had the authority to regulate the Exchange to ensure fair dealing and protect investors. The Exchange, having obtained a certificate of registration from SEBI, was bound to comply with SEBI's regulations.

4. Jurisdiction of the High Court under Article 226:
The Exchange argued that it was not amenable to the writ jurisdiction of the High Court as it was not a 'state' under Article 12 of the Constitution. The Court, however, held that the High Court's power under Article 226 was expansive and could affect any person or authority, including private entities performing public duties. The Court cited precedents to support its jurisdiction over the Exchange.

5. Public Duty of the Hyderabad Stock Exchange:
The Court held that the Exchange had a public duty to perform in admitting members and regulating securities transactions. The Exchange's rules and bye-laws, approved by SEBI, imposed public duties on the Exchange. The Court found that the Exchange's actions in moderating marks violated the rights of the petitioners and warranted judicial intervention.

6. Compliance with the Securities Contracts (Regulation) Act and SEBI Guidelines:
The Court emphasized the importance of compliance with the Securities Contracts (Regulation) Act and SEBI guidelines to ensure fair dealing and protect investors. The Exchange's decision to moderate marks was found to be arbitrary and not in compliance with the Act and SEBI guidelines. The Court directed the Exchange to invite fresh applications for membership and ensure proper screening of applicants.

Conclusion:
The Court allowed the petitions to the extent indicated, directing the Exchange, SEBI, and the Central Government to remove the wrongly admitted members and invite fresh applications. The Court emphasized the need for proper screening of applicants to prevent unscrupulous individuals from becoming members of the Exchange. The Court refused the prayer for a certificate for appeal to the Supreme Court.