2006 (7) TMI 328 - HC - Companies Law

Summary

Issues Involved:
1. Legality of SEBI's order dated 27-4-2006.
2. Interpretation of Section 11(4) of the SEBI Act.
3. Compliance with natural justice principles.
4. Proportionality of SEBI's order.
5. SEBI's jurisdiction to investigate and pass orders.
6. Discriminatory treatment by SEBI.

Detailed Analysis:

1. Legality of SEBI's Order Dated 27-4-2006:
The petitioners challenged SEBI's order dated 27-4-2006, which restrained them from buying, selling, or dealing in securities. The order was based on findings of manipulation in IPOs, involving fictitious/benami entities and key operators. SEBI's investigation revealed that these entities cornered shares meant for retail investors, transferring them to financiers who sold them for profit.

2. Interpretation of Section 11(4) of the SEBI Act:
The petitioners argued that SEBI's order was beyond the scope of Section 11 of the SEBI Act. They contended that SEBI could only take measures under Section 11(4) if an investigation or inquiry was pending against them. The court, however, interpreted that SEBI could investigate "transactions" and take action if the investigation revealed material warranting such measures. The court held that SEBI's power to investigate transactions and take necessary measures was within its mandate to protect investors and regulate the securities market.

3. Compliance with Natural Justice Principles:
The petitioners argued that SEBI's order violated natural justice principles as they were not given a pre-decisional hearing. The court acknowledged that SEBI had the power to dispense with pre-decisional hearings in urgent situations to protect the securities market. The court noted that the order itself invited affected entities to file objections and avail personal hearings, thereby providing an opportunity for post-decisional hearing.

4. Proportionality of SEBI's Order:
The petitioners contended that SEBI's order was disproportionate and excessively restrictive. They argued that the total ban on their market activities was unjust, arbitrary, and beyond the object of the order. The court, however, found that the order was justified given the grave emergency and the need to protect the market from manipulators. The court emphasized that SEBI's actions were aimed at restoring investor confidence and ensuring market integrity.

5. SEBI's Jurisdiction to Investigate and Pass Orders:
The petitioners claimed that SEBI had no jurisdiction to investigate against them as they were not intermediaries or brokers. The court rejected this argument, stating that SEBI's jurisdiction extended to any person associated with the securities market. The court held that SEBI's investigation into transactions involving the petitioners was within its statutory powers.

6. Discriminatory Treatment by SEBI:
The petitioners alleged discriminatory treatment by SEBI, citing instances where SEBI had varied its orders for other entities. The court noted that SEBI had revised orders after affected parties approached it with explanations. The court encouraged the petitioners to file objections with SEBI, which would consider them in accordance with the law.

Conclusion:
The court upheld SEBI's order, emphasizing SEBI's mandate to protect investors and regulate the securities market. It found SEBI's actions justified and within its statutory powers. The court dismissed the petitions, allowing SEBI to proceed with its measures to maintain market integrity. The court also clarified that its observations were prima facie and directed SEBI to consider any objections filed by the petitioners without being influenced by the court's judgment.