9911796707
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Issues Involved:
1. Alleged control and concerted actions by defendants in acquiring shares. 2. Alleged violations of SEBI Regulations of 1994 and 1997. 3. Jurisdiction of civil court versus SEBI and CLB. 4. Plaintiffs' right to maintain the suit and seek reliefs. 5. Validity and consequences of share acquisitions. 6. Interim relief and balance of convenience. 7. Conduct of parties and allegations of collusion. Analysis of Judgment: 1. Alleged Control and Concerted Actions by Defendants: The plaintiffs alleged that defendant Nos. 1 to 11 acted in concert to acquire shares of defendant No. 12-company in violation of SEBI Regulations. The declarations filed under SEBI Regulations of 1997 indicated that defendant Nos. 1 and 11 had control over defendant Nos. 2 to 10 companies. The court noted that the actual arrangement among defendants would be a matter of evidence, but the declarations were prima facie evidence of concerted actions. 2. Alleged Violations of SEBI Regulations: The plaintiffs claimed that the defendants acquired shares in violation of SEBI Regulations of 1994 and 1997, specifically regulations 9 to 11, without making a public announcement, rendering the acquisitions void under section 23 of the Indian Contract Act. The court held that the acquisitions prima facie violated the mandatory requirements of SEBI Regulations, emphasizing transparency and public interest. 3. Jurisdiction of Civil Court Versus SEBI and CLB: The defendants argued that the jurisdiction to decide on SEBI Regulation violations lay with SEBI, and issues related to share registration should be addressed by the CLB under section 111A of the Companies Act. The court, however, held that civil courts have the jurisdiction to interpret SEBI Regulations and determine the legality of share acquisitions, stating that the court's role includes laying down the parameters of jurisdiction of statutory authorities like SEBI. 4. Plaintiffs' Right to Maintain the Suit: The court affirmed that shareholders have a right to ensure the accuracy of the company's share register, which is a common law right. This right was not abrogated by the statutory provisions of section 111A. The court held that the plaintiffs could maintain the suit to seek rectification of the register and address the illegality of share acquisitions. 5. Validity and Consequences of Share Acquisitions: The court examined whether the acquisitions were void due to non-compliance with SEBI Regulations. It concluded that the acquisitions were prima facie illegal due to the lack of mandatory public announcements. The court emphasized that the negative language of the regulations indicated a mandatory requirement, and breaches thereof would render the acquisitions void. 6. Interim Relief and Balance of Convenience: The court granted interim relief by restraining defendant Nos. 1 to 11 from exercising voting rights for the shares acquired in violation of SEBI Regulations. It highlighted the need to maintain the status quo to prevent irreparable harm to the plaintiffs and ensure that the final decision on the legality of the acquisitions would not be rendered ineffective. 7. Conduct of Parties and Allegations of Collusion: The court addressed allegations of collusion between the plaintiffs and the existing management of defendant No. 12-company. It found that the plaintiffs had a legitimate interest in the accuracy of the share register and were entitled to seek legal remedies. The court also noted that the defendants' conduct, including the failure to provide necessary information to SEBI, supported the plaintiffs' claims of illegality in the acquisitions. Conclusion: The court held that the plaintiffs had established a prima facie case of violations of SEBI Regulations by the defendants. It granted interim relief to restrain the defendants from exercising voting rights for the disputed shares, emphasizing the need to maintain the status quo and protect the plaintiffs' rights. The court also affirmed its jurisdiction to interpret SEBI Regulations and address the legality of share acquisitions, despite the statutory remedies available through SEBI and CLB.
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