2010 (10) TMI 90 - HC - Companies Law

Whether provisions of sections 11(4) and 11B of the SEBI Act are hit by Article 14 of the Constitution of India? Held that - As has been stated by the Hon ble Apex Court in Basant Lal s case 1996 (1) TMI 428 - SUPREME COURT we are of the view that provisions of sections 11(4) and 11B of the SEBI Act are not hit by Article 14 of the Constitution of India. Looking to the object of the SEBI Act, provisions of sections 11(4) and 11B of the SEBI Act imposes a reasonable restriction in conformity to Clause (6) of Article 19 of the Constitution of India. This is in the larger interest of the investors and to achieve the objects of SEBI Act. In the light of aforesaid, we do not find that provisions of sections 11(4) and 11B of the SEBI Act are violative of article 19(1)(g) of the Constitution of India. Accordingly, challenge to the constitutional validity of the aforesaid provisions is not accepted. Thus, the provisions are held to be intra vires.

Issues Involved:
1. Constitutional validity of sections 11(4) and 11B of the SEBI Act.
2. Jurisdiction and principles of natural justice concerning SEBI's interim order.
3. Preliminary objections regarding territorial jurisdiction and availability of alternative remedy.

Detailed Analysis:

1. Constitutional Validity of Sections 11(4) and 11B of the SEBI Act:
The petitioners challenged the constitutional validity of sections 11(4) and 11B of the SEBI Act, arguing that these provisions are violative of Articles 14 and 19(1)(g) of the Constitution of India. They contended that these sections impose penalties without procedural safeguards, thus violating the principles of natural justice.

The court examined the provisions and noted that the second proviso to section 11 ensures that either before or after passing orders, an opportunity of hearing is provided to the concerned parties. It was held that this does not constitute an absolute elimination of the principles of natural justice. The court referenced the Supreme Court's judgment in Tulsiram Patel, which established that principles of natural justice can be modified or excluded in certain circumstances, especially where prompt action is necessary.

Furthermore, the court considered the object of the SEBI Act, which aims to protect investors and regulate the securities market. It was determined that the restrictions imposed by sections 11(4) and 11B are reasonable and fall within the ambit of Article 19(6) of the Constitution. Therefore, the court held that these provisions are intra vires and do not violate Articles 14 and 19(1)(g).

2. Jurisdiction and Principles of Natural Justice Concerning SEBI's Interim Order:
The petitioners argued that the SEBI's interim order dated 8-3-2010, which restrained them from accessing the securities market, was without jurisdiction and violated the principles of natural justice. They claimed that the order imposed harsh penalties without affording an opportunity of hearing.

The court noted that the SEBI Act allows for interim orders to be passed in the interest of investors, with a subsequent opportunity for the affected parties to present their objections. The court referenced the Supreme Court's judgment in Ajit Kumar Nag, which upheld the validity of post-decisional hearings as a sufficient compliance with the principles of natural justice.

The court found that the SEBI's interim order was issued as a protective measure and that the petitioners were provided an opportunity to submit their objections within 21 days. The court concluded that this procedure did not eliminate the principles of natural justice and that the interim order was justified given the circumstances.

3. Preliminary Objections Regarding Territorial Jurisdiction and Availability of Alternative Remedy:
The respondents raised preliminary objections, arguing that the High Court of Rajasthan lacked territorial jurisdiction since the SEBI's order was issued in Mumbai and the petitioners resided there. They also contended that the petitioners had an efficacious alternative remedy available through the Securities Appellate Tribunal.

The court did not address these preliminary objections in detail, as it decided to dispose of the writ petitions on the merits of the case. The court allowed the petitioners to submit their objections to the SEBI within 10 days and directed the SEBI to provide an opportunity of hearing and decide the matter within two months.

Conclusion:
The High Court of Rajasthan upheld the constitutional validity of sections 11(4) and 11B of the SEBI Act, finding them to be reasonable restrictions in the interest of investors and the securities market. The court also determined that the SEBI's interim order did not violate the principles of natural justice, as the petitioners were given an opportunity to present their objections. The court disposed of the writ petitions, allowing the petitioners to submit their objections to the SEBI and directing the SEBI to decide the matter within a specified timeframe.

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