1998 (10) TMI 392 - HC - Companies Law

Issues Involved:
1. SEBI's request for court intervention to protect investors.
2. The necessity for regulatory measures against fraudulent Plantation Companies.
3. The role of the Central and State Governments in enacting appropriate legislation.
4. The Court's authority to issue directions under Article 226 of the Constitution.
5. The investigation and attachment of properties of the respondents.

Issue-wise Detailed Analysis:

1. SEBI's Request for Court Intervention to Protect Investors:
The Securities and Exchange Board of India (SEBI) filed a petition seeking court directions to the Reserve Bank of India (RBI) to issue orders to commercial and co-operative banks to restrain the respondents from withdrawing money from their accounts. SEBI argued that until regulations under section 12(1)(b) of the SEBI Act are framed, such measures are necessary to protect investors from fraudulent schemes by Plantation Companies. The Court acknowledged the unusual nature of the petition, noting that typically, it is the function of SEBI or the Central Government to frame regulations.

2. The Necessity for Regulatory Measures Against Fraudulent Plantation Companies:
The Court recognized the urgent need for regulatory measures to prevent large-scale fraud by Plantation Companies offering disproportionately high returns. The absence of statutory regulations was highlighted, and the Court noted that while the Indian Penal Code, 1860 could address some frauds, comprehensive regulations were necessary. SEBI and the Additional Solicitor General committed to moving the Central Government to finalize the proposed regulations.

3. The Role of the Central and State Governments in Enacting Appropriate Legislation:
The Court emphasized that it is the responsibility of the Central and State Governments to enact legislation to protect investors from fraudulent schemes. The Court noted that despite the absence of specific legislation, the Indian Penal Code could address some fraudulent activities, but comprehensive regulatory measures were urgently required.

4. The Court's Authority to Issue Directions Under Article 226 of the Constitution:
The Court referred to its order dated June 16, 1998, stating that it could not be a silent spectator to the fraudulent activities of Plantation Companies. The Court cited the Delhi Development Authority v. Skipper Construction Co. (P.) Ltd. case, where the Supreme Court held that the corporate veil could be lifted to prevent fraud and illegalities. The Court asserted its authority under Article 226 of the Constitution to issue directions for public interest, including freezing bank accounts and attaching properties of the respondents.

5. The Investigation and Attachment of Properties of the Respondents:
The Court directed the Commissioner of Police, Mumbai, to appoint the Deputy Commissioner of Police, Economic Offences Wing, to investigate the respondent company's affairs. The RBI was instructed to appoint auditors to assist in the inquiry. The respondents were ordered to disclose their assets and bank accounts under oath. The Court also directed the attachment of properties belonging to the respondents to prevent the siphoning off of investors' money. The Deputy Commissioner of Police was tasked with preparing an inventory of the properties and submitting an interim report.

Conclusion:
The Court recognized the gravity of the situation involving fraudulent Plantation Companies and issued comprehensive directions to protect investors. The investigation revealed significant mismanagement and diversion of funds by the respondent company's directors. The Court hoped that the Central and State Governments would promptly enact appropriate regulations to prevent such frauds in the future. The matter was adjourned to November 23, 1998, for further proceedings.

← Previous Next →