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TMI Blog2019 (11) TMI 1016X X X X Extracts X X X X X X X X Extracts X X X X ..... r. Pulkit Sukhramani and Ms. Vidhi Jhawar, Advocates i/b J. Sagar Associates For The Respondent : Mr. Fredun DeVitre, Senior Advocate with Mr. Mihir Mody and Mr. Sushant Yadav, Advocate i/b K. Ashar & Co, Mr. Venkatesh Dhond, Senior Advocate with Mr. V. Shetty, Mr. Nishant Upadhyay and Mr. Aditya Shivram, Advocates i/b AZB & Partners, Mr. Darius Khambata, Senior Advocate with Ms. Shruti Rajan, Mr. Rushin Kapadia and Mr. Pratham Masurekar, Advocates i/b Cyril Amarchand Mangaldas, Mr. Zal Andhyarujina, Advocate with Ms. Shruti Rajan, Mr. Rushin Kapadia and Mr. Pratham Masurekar, Advocates i/b Cyril Amarchand Mangaldas, Mr. Rohan Rajadhyaksha, Advocate i/b Sonu Tandon, Mr. Rashmin Khandekar, Advocate with Ms. Shruti Rajan, Mr. Rushin Kapadia and Mr. Pratham Masurekar, Advocates i/b Cyril Amarchand Mangaldas, Mr. Kaushik Chatterjee, Advocate And Mr. Rashid Boatwalla, Advocate with Ms. Shreya Anuwal, Advocate i/b Manilal Kher Ambalal & Co. ORDER 1. The appellants are aggrieved by the disposal of their complaints on the SCORES platform by the Securities and Exchange Board of India ('SEBI' for short) against which the present appeal has been filed. 2. The facts leading to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ts at all or adopted a position that investigation in the matter is underway or treated the complaints as market intelligence, without concluding such investigations or passing any reasoned order while disposing of the complaints of the appellants. 8. The contention of the appellant is that BNL, PNBF and Camac are Companies which are owned and controlled by Mr. Vineet Jain, Mr. Samir Jain and their family members who are the Managing Directors of BCCL, more commonly known as the Times Group. In this regard, the complaints filed by the appellants can be detailed as under:- [[ (i) On August 17, 2013 a complaint was filed with SEBI relating to non-disclosure of promoter shareholding of BNL and the violations of minimum public shareholding requirements by BNL. It is stated that till date no response has been received from SEBI on this complaint. (ii) Another complaint was filed on May 15, 2017on the SCORES platform of SEBI raising issues relating to violation of minimum public shareholding requirements by BNL. (iii) On June 28, 2017 a complaint was filed with SEBI in relation to violation of minimum public shareholding requirements by BNL. (iv) Another complaint was filed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... promoter shareholding and have failed to comply with the minimum public shareholding norms. It was further urged that Respondent Nos. 5 and 6 Mr. Vineet Jain and Mr. Samir Jain exercise total control over these three companies and are the ultimate beneficial owners of the Company and have wrongly classified themselves as public shareholders of these companies which facts are so glaring, but for the reasons best known, SEBI has turned a blind eye and has disposed of the complaints in a cursory manner. 12. Some of the respondents have raised a preliminary objection that the appeal is not maintainable under Section 15T of the SEBI Act, 1992 as no order has been passed. It was urged that an appeal lies only against an order passed by an Authority. In the instant case, a computer generated communication disposing of the complaints is impugned which cannot be termed as an appealable order. One of the respondents further contended that a composite complaint against Respondent No. 4 on a common issue cannot be challenged in a single appeal and therefore the appeal is not maintainable. Issue of mis-joinder of necessary parties was also raised and it was also contended that since there was ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o. 42 of 2017 decided on June 22, 2018 where the disposal of the complaint alleging non-compliance of Clause 36 of the Listing Agreement was found to be appealable before this Tribunal. 15. Having heard the learned senior counsel for the parties at some length we are of the opinion that an order / communication by the respondent disposing of the complaint of the appellants on the SCORES platform is an appealable order under Section 15T of the SEBI Act. If the complainants are aggrieved by the disposal of the complaint on the SCORES platform the said complainants have a right to file an appeal under Section 15T of the SEBI Act. We are further of the opinion that the computer generated communication by the respondent on the SCORES platform, even though it may be an administrative communication is nonetheless an order since it disposes of the lis between the parties and disposes of the complaint and the issues raised by the complainants. The said communication / order as the case may be, in our opinion, is appealable. In the light of the aforesaid, the decisions cited by the respondents are distinguishable and not applicable in the instant case. The preliminary objection thus raised ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the SCRR read with 38 of the LODR Regulations. The disposal of the complaint does not refer to the issues raised by the complainants / appellants with regard to the non-disclosure of the promoters' shareholding or violation of the minimum public shareholding requirement under the Rules and Regulations. On the other hand, the communication intimated to the appellants has closed the complaint in a roundabout manner intimating the appellant that the information provided by the complainants would be treated as market intelligence and would also be treated as confidential. Why would the complaint of the appellants be treated as market intelligence or be treated as confidential is not known nor in our view the complaint is such which requires SEBI to treat it as market intelligence or confidential. It is not a price sensitive matter which requires SEBI to keep such matters under wraps or confidential in nature. 19. We also find it strange to note that SEBI in the said order / communication states that the information submitted by the appellants would be analyzed and investigation would be made in a holistic manner but, on the other hand, in the same breath states that SEBI would neit ..... X X X X Extracts X X X X X X X X Extracts X X X X
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