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TMI Blog2021 (2) TMI 1177X X X X Extracts X X X X X X X X Extracts X X X X ..... ing existing members of the Company in any manner the board may deem fit. The language of the resolution indicated that what was intended by the Company was not strictly private placement. It was under the said circumstances that the SEBI issued notices to the petitioner-Company. Though the information sought for were expected to be maintained by the petitioner in their statutory records and registers, such information was not made available to the SEBI. It was under such circumstances that the SEBI has issued the show-cause notices impugned in the writ petition. The information sought for by the SEBI related back to the year 2001. However, the required information are those which are required by the petitioner to be statutorily maintained. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ormation required by the SEBI, the petitioner can very well give reasoned explanation for the same to the SEBI. The issue is presently only at a show-cause stage. It will be thoroughly inappropriate for this Court to interfere with the statutory proceedings at this stage. X X X X Extracts X X X X X X X X Extracts X X X X ..... e respondent again issued Ext.P2 supplementary show-cause notice on 12.12.2019. The petitioner submitted Ext.P17 reply dated 02.01.2020. To the surprise of the petitioner, the respondent again issued Ext.P3 show-cause notice. 5. The learned Senior Counsel assisted by the counsel for the petitioner, would contend that there has been inordinate delay and laches in proceeding against the petitioner. The petitioner made its first issue of private placement in the year 2001. The last issue of private placement resulting in the show-cause notice, was of the year 2010. The respondent has issued Show Cause Notice after the expiry of nine years and it related to facts dating back to 19 years. The Apex Court in Government of India v. Citadel Fine Ph ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... emned by the Hon'ble Apex Court in the judgment in Oryx Fisheries Private Limited v. Union of India and others [(2010) 13 SCC 427]. The Investigator has become Adjudicator. The jurisdictional facts required to invoke Section 67(3) are absent in this case, and hence the law laid down by the Apex Court in Arun Kumar and others v. Union of India and others [(2007) 1 SCC 732], Carona Ltd. v. Parvathy Swaminathan & Sons [(2007) 8 SCC 559] and Harrisons Malayalam Ltd. v. State of Kerala [2014 (4) KLT 371], is violated. 9. The show-cause notices were issued based on certain complaints. In spite of requests, copies of the complaints were not made available to the petitioner, thereby offending the settled principles of natural justice. The proceedi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e any annual returns, though the SEBI is the market controller. Therefore, any violation of the SEBI Act or Rules would come to the knowledge of the respondent normally only from other sources. Challenge in the writ petition is against show-cause notices. Though there is no absolute bar in challenging show-cause notices invoking Article 226 of the Constitution of India, this Court should interfere in the matter sparingly. The law in this regard is settled by the judgment of the Apex Court in Whirlpool Corporation v. Registrar of Trade Marks, Mumbai and others (AIR 1999 SC 22). 13. Though the transactions in question related to the year 2001 to 2010, the SEBI has acted as soon as it has received information. The Senior Counsel urged that th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s not strictly private placement. It was under the said circumstances that the SEBI issued notices to the petitioner-Company. Though the information sought for were expected to be maintained by the petitioner in their statutory records and registers, such information was not made available to the SEBI. It was under such circumstances that the SEBI has issued the show-cause notices impugned in the writ petition. 16. True, the information sought for by the SEBI related back to the year 2001. However, the required information are those which are required by the petitioner to be statutorily maintained. Therefore, the delay in issuing these Show Cause Notices, cannot cause prejudice to the petitioner. 17. As regards reasons for the delay in in ..... X X X X Extracts X X X X X X X X Extracts X X X X
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