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2015 (2) TMI 735 - SC - Companies LawChange in sec.15Z of the SEBI Act- whether an order passed by the Securities Appellate Tribunal before 29.10.2002 would be appealable under the unamended provision of Section 15Z of the SEBI Act before the High Court, or alternatively, whether the same would be appealable under the amended provision of Section 15Z of the SEBI Act before the Supreme Court. And also, whether the date on which the Board had preferred the appeals, was a relevant consideration, in the facts and circumstances of the present case. Held that - it is inevitable to conclude, that the appellate remedy available to the respondent prior to the amendment of Section 15Z of the SEBI Act, must continue to be available to the respondent, despite the amendment. We accordingly hold, that all the appeals preferred by the Board, before the High Court, were maintainable in law. it is apparent, that insofar as the vesting of the second appellate remedy is concerned, neither the date of filing of the second appeal, nor the date of hearing thereof, is of any relevance. Legal pursuit of a remedy, suit, appeal and second appeal, are steps in a singular proceeding. All these steps are deemingly connected by an intrinsic unity, which are treated as one singular proceeding. Therefore, the relevant date when the appellate remedy (including the second appellate remedy) becomes vested in the parties to the lis, is the date when the dispute/lis is initiated. Insofar as the present controversy is concerned, it is not a matter of dispute, that the Securities Appellate Tribunal had passed the impugned order (which was assailed by the Board), well before 29.10.2002. This singular fact itself, would lead to the conclusion, that the lis between the parties, out of which the second appellate remedy was availed of by the Board before the High Court, came to be initiated well before the amendment to Section 15Z by the Securities and Exchange Board of India (Amendment) Act, 2002. Undisputedly, the unamended Section 15Z of the SEBI Act, constituted the appellate package and the forum of appeal, for the parties herein. It is, therefore, not possible for us to accept, the contention advanced at the hands of the learned counsel for the appellant, premised on the date of filing or hearing of the appeal, preferred by the Board, before the High Court. We accordingly reiterate the position expressed above, that all the appeals preferred by the Board, before the High Court, were maintainable in law. It was also the contention of the learned counsel for the appellant, that in the absence of a saving clause, the pending proceedings (and the jurisdiction of the High Court), cannot be deemed to have been saved. It is not possible for us to accept the instant contention. In the judgment rendered by this Court in Ambalal Sarabhai Enterprises Limited case 2001 (8) TMI 1368 - SUPREME COURT , it was held, that the general principle was, that a law which brought about a change in the forum, would not affect pending actions, unless the intention to the contrary was clearly shown. Since the amending provision herein, does not so envisage, it has to be concluded, that the pending appeals (before the amendment of Section 15Z) would not be affected in any manner. Accordingly, for the same reasons as have been expressed in the above judgment. More importantly to the judgment rendered in Commissioner of Income Tax, Orissa case 1992 (11) TMI 2 - SUPREME Court , wherein it has been explained, that an amendment of forum would not necessarily be an issue of procedure. It was concluded in the above judgment, that where the question is of change of forum, it ceased to be a question of procedure, and becomes substantive and vested, if proceedings stand initiated before the earlier prescribed forum (prior to the amendment having taken effect). This Court clearly declared in the above judgment, that if the appellate remedy had been availed of (before the forum expressed in the unamended provision) before the amendment, the same would constitute a vested right. However, if the same has not been availed of, and the forum of the appellate remedy is altered by an amendment, the change in the forum, would constitute a procedural amendment, as contended by the learned counsel for the appellant. Consequently even in the facts and circumstances of the present case, all such appeals as had been filed by the Board, prior to 29.10.2002, would have to be accepted as vested, and must be adjudicated accordingly. Decided against appellant.
Issues Involved:
1. Jurisdiction and powers of the Securities and Exchange Board of India (SEBI) under the SEBI Act. 2. Scope and applicability of penalties under Chapter VIA of the SEBI Act. 3. Appellate remedies under Section 15Z of the SEBI Act. 4. Retrospective vs. prospective application of amendments to Section 15Z. 5. Impact of amendments on vested substantive rights and procedural changes. Detailed Analysis: 1. Jurisdiction and Powers of SEBI: The SEBI Act was enacted to protect investors' interests and regulate the securities market. SEBI's functions under Section 11 include suspending trading, restraining market access, impounding proceeds, and directing asset disposal. SEBI can pass cease and desist orders under Section 11D if violations are found. 2. Scope and Applicability of Penalties: Chapter VIA of the SEBI Act details penalties for various defaults, including failure to furnish information (Section 15A), redress investor grievances (Section 15C), and insider trading (Section 15G). SEBI appoints an adjudicating officer to decide penalties under Sections 15A to 15HB. 3. Appellate Remedies under Section 15Z: Initially, Section 15Z allowed appeals to the High Court on questions of fact and law. The 2002 amendment changed the appellate forum to the Supreme Court and limited appeals to questions of law. The issue arose whether this amendment applies retrospectively or prospectively. 4. Retrospective vs. Prospective Application of Amendments: The High Court ruled that appeals filed before the 2002 amendment would not be affected and could be heard by the High Court. Appeals filed after the amendment would go to the Supreme Court. The appellant argued that the amendment was procedural and should apply retrospectively, while the respondent contended it affected substantive rights. 5. Impact of Amendments on Vested Substantive Rights and Procedural Changes: The Supreme Court examined whether the amendment merely changed the forum or also affected substantive rights. It concluded that the amendment reduced the scope of appeals, thus affecting substantive rights. The amendment did not expressly or impliedly mandate retrospective application. Therefore, appeals filed before the amendment should be heard by the High Court, preserving the vested substantive rights. Conclusion: The Supreme Court held that the amendment to Section 15Z of the SEBI Act affected substantive rights by limiting the scope of appeals. Consequently, appeals filed before the amendment remain under the jurisdiction of the High Court. The decision ensures that vested substantive rights are preserved unless explicitly altered by the amendment. The Court dismissed the appeal, affirming the High Court's jurisdiction over pre-amendment appeals and directing that this ruling applies to all related cases.
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