2012 (11) TMI 1324 - HC - Companies Law

Summary

Issues involved:

1. Violation of principles of natural justice
2. Exceeding the jurisdictional limits set by the Division Bench in its previous order
3. Non-application of mind/non-fulfillment of Section 11C on facts

Summary:

Violation of principles of natural justice:

The appellant, DLF, argued that SEBI's order was made in violation of principles of natural justice as SEBI first heard the complainant in the absence of DLF and then asked DLF to make submissions separately. The court held that no right to hearing was required at the stage of SEBI deciding whether to direct an investigation or not. The court emphasized that the exercise of power in question was only inquisitorial and not adjudicatory. Therefore, the principles of natural justice were not violated as no charges were made against DLF by SEBI at this stage.

Exceeding the jurisdictional limits set by the Division Bench in its previous order:

DLF contended that SEBI exceeded the jurisdictional limits set by the Division Bench in its previous order by considering additional materials outside the two original complaints. The court clarified that the Division Bench did not set any jurisdictional limits but only mandated SEBI to investigate the two complaints as the other material had never been placed before SEBI. The court held that SEBI was free to investigate and take into account any additional material in keeping with its plenary powers under the SEBI Act.

Non-application of mind/non-fulfillment of Section 11C on facts:

DLF argued that SEBI did not have "reasonable ground to believe" as required u/s 11C of the SEBI Act. The court held that SEBI's decision was based on relevant considerations and there was a direct nexus between the material considered and the conclusion reached. The court found that SEBI had considered the relations between DLF and Sudipti, failure to disclose the FIR against Sudipti, and the duty on DLF to disclose facts in the DRHP. The court concluded that SEBI's order was based on relevant factors and was not arbitrary or irrational.

Conclusion:

The appeal was dismissed as the court held against DLF on all three points, finding no violation of principles of natural justice, no exceeding of jurisdictional limits, and proper application of mind by SEBI in fulfilling the requirements u/s 11C.