1998 (11) TMI 500 - HC - Companies Law

Issues:
1. Alleged violation of SEBI Regulations regarding the increase in issued and subscribed capital of a company.
2. Challenge to the allotment of shares made after a public offer announcement.
3. Request for SEBI to investigate and annul the alleged illegal allotment of shares.
4. Prayer for interim relief to restrain the company from passing resolutions related to further share allotments.

Analysis:

Issue 1: Alleged violation of SEBI Regulations
The petitioners contended that the respondent company increased its issued and subscribed capital significantly, which they argued was against SEBI Regulations. The increase in capital was purportedly done in a manner that raised concerns about compliance with the SEBI Regulations, specifically Regulation 23(1)(b) and Regulations 10 and 11. The petitioners sought intervention to address this alleged violation and ensure adherence to regulatory provisions.

Issue 2: Challenge to share allotment post-public offer announcement
Following the petitioners' acquisition of a portion of the company's capital and a subsequent public offer announcement, the respondent company allegedly made allotments of shares that were deemed contrary to SEBI Regulations. The petitioners raised objections to these allotments, highlighting that they were made after the public offer announcement, which they argued was not in compliance with the regulatory framework. The request was made to declare these allotments as invalid and take necessary actions in accordance with the law.

Issue 3: SEBI investigation and annulment of alleged illegal allotment
The petitioners sought SEBI's intervention to investigate and potentially annul the allotment of shares made by the respondent company. It was emphasized that these allotments were considered illegal due to non-compliance with SEBI Regulations, and the petitioners requested SEBI to enforce the regulations by annulling the allotments if found to be in violation. The court directed SEBI to decide on the validity of these allotments and take appropriate steps to uphold regulatory requirements.

Issue 4: Prayer for interim relief
Additionally, the petitioners requested interim relief to prevent the respondent company from passing resolutions related to further share allotments pending SEBI's investigation and decision on the alleged illegal allotments. However, the court rejected this request for interim relief based on the provisions of SEBI Regulations and Section 81(1A) of the Companies Act, emphasizing that the right conferred by the relevant legal provisions should not be restricted through interim orders. The petitioners were advised to challenge any resolutions passed by the company through appropriate legal proceedings if necessary.

In conclusion, the court granted certain prayers, directed SEBI to conclude the inquiry by a specified date, and disposed of the petition accordingly, addressing the concerns raised by the petitioners regarding the alleged violations of SEBI Regulations and the share allotment issues.

← Previous Next →