2007 (3) TMI 385 - HC - Companies Law

Summary

Issues Involved:
1. Territorial jurisdiction of the High Court of Calcutta.
2. Locus standi of the petitioners.
3. Legal duty of SEBI to consider the complaint.

Summary:

1. Territorial Jurisdiction:
The petitioners argued that the High Court of Calcutta had territorial jurisdiction because the complaint was lodged with the Regional Office of SEBI at Kolkata, and the alleged inaction occurred within this jurisdiction. However, the court found that the offer documents were not filed with the Regional Office of SEBI at Kolkata, as the public issue exceeded Rs. 20 crores, necessitating filing with the Head Office of SEBI in Mumbai. Consequently, the Regional Office had no jurisdiction, and the High Court of Calcutta could not entertain the petition.

2. Locus Standi:
The respondents contended that the petitioners lacked locus standi as they had not applied pursuant to the prospectus/letter of offer and thus had not suffered any prejudice. The court referenced several Supreme Court decisions, including *State of Orissa v. Ram Chandra Dev* and *J.M. Desai v. Roshan Kumar*, emphasizing that a writ petition requires the petitioner to have a judicially enforceable right and to be an "aggrieved person." The court concluded that the petitioners did not demonstrate any infringement of their legal rights or suffer any legal injury, thus lacking locus standi.

3. Legal Duty of SEBI:
The petitioners claimed that SEBI had a statutory duty to investigate their complaint. However, the court found no statutory provision imposing a duty on SEBI to consider non-statutory complaints from individuals or companies objecting to a prospectus/offer letter. The court held that SEBI's discretion to investigate such complaints could not be mandated by a writ, as the petitioners were not denied any legal right.

Conclusion:
The court dismissed the writ petition due to lack of territorial jurisdiction and locus standi, and the absence of a statutory duty on SEBI to consider the complaint. The petitioners were ordered to pay costs of Rs. 10,000 to the respondents.