2006 (8) TMI 322 - HC - Companies Law

Summary

Issues Involved:
1. Jurisdiction of SEBI to issue interim orders.
2. Validity of voluntary surrender of recognition by a stock exchange.
3. Whether the writ petition is maintainable against a show-cause notice.
4. Delegation of powers by SEBI and further delegation to its members.

Detailed Analysis:

1. Jurisdiction of SEBI to Issue Interim Orders:

The court examined whether SEBI has the authority to pass interim orders, particularly through its whole-time member. SEBI's power to regulate the stock exchanges and securities market, as provided under Section 11 of the SEBI Act, includes the issuance of interim orders. The court upheld SEBI's authority to issue such orders, citing the necessity to protect the interests of investors and the orderly development of the securities market. The court referenced the Bombay High Court decisions in *Ramrakh R. Bohra v. SEBI* and *Anand Rathi v. SEBI*, which supported SEBI's power to issue interim orders pending inquiry.

2. Validity of Voluntary Surrender of Recognition by a Stock Exchange:

The court addressed whether a stock exchange could unilaterally surrender its recognition. It was found that the Securities Contracts (Regulation) Act (SCRA) does not provide for voluntary surrender of recognition by a stock exchange. The court noted that CSX's actions to surrender recognition and amend its Memorandum and Articles of Association were contrary to the statutory provisions of the SCRA and SEBI Act. The court emphasized that any amendments to the Articles of a stock exchange require approval from SEBI or the Central Government, as per Section 4(5) of the SCRA.

3. Whether the Writ Petition is Maintainable Against a Show-Cause Notice:

The court considered the maintainability of the writ petition against a show-cause notice. It was held that such petitions should not be entertained unless the notice is issued without any authority of law. The court referenced the Supreme Court decisions in *Special Director v. Mohd. Ghulam Ghouse* and *Standard Chartered Bank v. Directorate of Enforcement*, which established that courts should be reluctant to interfere with show-cause notices at the threshold. The court concluded that the petitioners should respond to the show-cause notice and present their case before SEBI.

4. Delegation of Powers by SEBI and Further Delegation to Its Members:

The court examined the issue of delegation of powers by SEBI and whether such delegation could be further delegated to its members. It was found that the Central Government's powers under the SCRA could be delegated to SEBI, and SEBI, in turn, could delegate its functions to its members under Section 19 of the SEBI Act. The court referenced the Supreme Court decision in *Barium Chemicals Ltd. v. CLB*, which supported the validity of such delegation when authorized by statute. The court upheld the impugned order issued by SEBI's whole-time member, confirming the legality of the delegation of powers.

Conclusion:

The court dismissed the writ petition, upholding SEBI's impugned order dated 17-4-2006. The order restrained CSX from transferring or alienating any property, directed the day-to-day functioning of CSX to be managed by a three-member committee, and authorized the committee to make necessary expenditures. The court found no merit in the petitioners' arguments and emphasized the need to protect the interests of the investing public and the integrity of the securities market.