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TMI Blog2023 (12) TMI 915X X X X Extracts X X X X X X X X Extracts X X X X ..... ack of territorial jurisdiction and/or alternatively, on the ground of forum non-conveniens. The issue involved is common in all cases; hence, a combined order is being passed. Description 2. The petitioner in W.P.(C) 15556/2023 i.e. Bharat Nidhi Limited (hereinafter 'BNL') is an unlisted public limited company incorporated under the provisions of the Companies Act, 1913 having its registered office at First floor, Express Building 9-10, Bahadur Shah Zafar Marg, New Delhi - 110002. 3. The respective petitioners in W.P.(C) 15557/2023 and in W.P.(C) 15558/2023 are also companies registered either under the provisions of the Companies Act, 1913 or under the provisions of the Companies Act, 1956. All the petitioners have their registered offices at Delhi. Petitioner no. 5 namely, Vineet Jain in W.P.(C) 15558/2023, is an Indian inhabitant residing at 15, Motilal Nehru Marg, New Delhi - 110002. 4. The petitioners in all other writ petitions, barring W.P.(C) 15556/2023, are the shareholders of BNL. 5. SEBI is respondent no. 1 in all the writ petitions, which is established under Section 3 of the SEBI Act, 1992. SEBI is, therefore, a statutory authority and is tasked with the regulati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to various queries raised by the Internal Committee and the petitioner filed revised settlement terms with the Internal Committee based on inter se deliberations. 9. During the pendency of the settlement application, on or around 14th January 2022, a group of shareholders holding 1.27% shares in BNL ('Ashok Shah Group') filed a writ petition bearing Writ Petition no. 406 of 2022 before the High Court of Judicature at Bombay inter alia seeking an order restraining SEBI from considering the settlement application of the petitioner and respondent nos. 2 to 8. On 08.04.2022, the said writ petition came to be withdrawn with the following observations:- "1. After the petition was heard for sometime, Mr. Seervai seeks leave of the court to withdraw the petition with liberty to approach this court or any forum as advised, if petitioners are not satisfied with the orders to be passed by SEBI in the settlement applications filed by some of the respondents or in the show cause notices issued to some of the respondents before us. Mr. Bhatt states that show cause notices have been issued to 62 entities and considering the situation that we have just come out of Covid-19, an attempt will cert ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g that are pending trial before any court. 7. On the perusal of previous orders, no directions are found which restrain SEBI from considering/ adjudicating the settlement applications. It appears that the instant applications have been filed by way of abundant caution at the instance of HPAC. 8. The Court has considered the objection put forth my Mr. Jain, but finds no cogent reason to reject the application. The decision on the settlement applications is the prerogative of SEBI. It is for the SEBI to deliberate and decide the same, in accordance with applicable provisions of SEBI Act, Rules, Regulations, etc. Whether the applications are prohibited or not is not for this Court to determine. Accordingly, the applications are disposed of with a clarification that SEBI shall be free to deal/ adjudicate the settlement applications filed by the Applicants, on its own merits, in accordance with law. 9. The decision on the settlement applications shall not prejudice the Petitioners and all rights and contentions of the parties herein are left open." 14. After obtaining permission from this court, the HPAC approved the terms of settlement and as per Regulation 14(3) of the Regulati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... defaults as mentioned earlier in respect of the applicants; ii. SEBI shall not initiate any other enforcement action against the applicants for the said defaults; and iii. Bharat Nidhi Limited shall submit a report of compliance with the terms of its undertaking given at paragraph 5, within 15 days of the passing of this settlement order, failing which the settlement order shall cease to operate qua all the applicants. 9. The passing of this Order is without prejudice to the right of SEBI under Regulation 28 of the Settlement Regulations to take enforcement actions including continuing proceedings against the applicants, if SEBI finds that: a) any representation made by the applicants in the present settlement proceedings is subsequently found to be untrue; b) the applicants have breached any of the clauses/ conditions of Undertakings/Waivers filed during the present settlement proceedings; and c) there was a discrepancy while arriving at the settlement terms. 10. This Settlement Order is passed on this 12th day of September, 2022 and shall come into force with immediate effect." 17. On or around 10th October 2022, the Ashok Shah Group and another set of shareholders o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in a position to take a decision as to whether the settlement order in question (Exhibit- "A") has stood revoked. Mr. Bhatt would contend that if the settlement order stands revoked, in such event, further adjudication of the present petition would not be called for. 3. We are of the opinion that it would be appropriate to know the stand of the SEBI. Depending as what the SEBI informs the Court on the adjourned date of hearing, further course of action on the proceedings can be decided. 4. Accordingly, stand over to 13th September 2023 at 2.30 p.m." 22. On 13.09.2023, the Hon'ble High Court of Judicature at Bombay has passed the following order:- "Today the matter is placed before us on the backdrop of our order dated 5th September 2023. From what has been heard from the learned Counsel for the parties, it appears that the issues as raised in the petition cannot be resolved. The parties agree that the proceedings would be required to be now heard and decided. 2. We, accordingly, place the proceedings for hearing on 4th October 2023 at 2.30 p.m. to be followed on 5th October 2023 and 9th October 2023." 23. Thereafter, on 05.10.2023, the matter was further considered and d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d by respondent No. 2 to place on record any further additional affidavit as desired by respondent No. 2 as stated in paragraph No. 17 of its affidavit (supra) dated 5 June, 2023. Thus, after such long lapse of time and that too after the proceedings have commenced final hearing and the petitioners had commenced their arguments and quite substantially it would not be fair to the petitioners that new material documents unknown to the parties are permitted to be placed on record. It would also not be fair to the process of adjudication of the proceedings. Moreover, this would be completely contrary to the basic law of pleadings under which any plea to be taken by a party which may be on documents or otherwise would be required to be taken by way of a pleading in that regard, and such documents on which a plea is taken are required to form part of the record, in a manner known to law. This is the normal rule, so that such plea and documents are made known to all the parties on which the parties can advance their case before the Court. 14. If we permit such compilation of documents to be placed on record, we permit a completely new course of action, which would be permitting responde ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n behalf of respondent nos. 2 to 9 in opposing the prayer of the petitioners to furnish documents would persuade us to hold that there was any embargo legal and/or factual for such documents not to be furnished/supplied to the petitioners. The objection of such respondents that the petitioner ought not to have raised such plea on the documents at the midst of the final hearing, as this itself would show that no prejudice was caused to the petitioners, in our opinion, is certainly not a tenable contention, for more than one reason. Firstly on such case the petitioners have made a specific interim prayer as noted by us above. They have also supported such prayer, by pleading a case of a serious prejudice being caused to them in the capacity of being the shareholders of BNL. It is also not the case that they had in any manner given up their case on their necessity and entitlement to have such documents. In any event, the petition is being heard finally at the admission stage, which would not mean that a situation is brought about, that the specific contentions on documents, as urged by the petitioners and subject matter of specific prayers would stand given up by the petitioners much ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ated 06.11.2023, both the petitions i.e., Special Leave Petition (Civil) (Diary) No. 45529 of 2023 and 45770 of 2023 were disposed of while directing that the parties would be at liberty to pursue their remedies in accordance with law on all counts after the final judgment of the High Court. It was observed by the Hon'ble Supreme Court that the impugned order therein was purely of an interlocutory nature, therefore, no interference was called for. 27. The order dated 06.11.2023 passed by the Hon'ble Supreme Court is reproduced as under:- "1. Mr CA Sundaram, senior counsel, states that all material which is directed to be disclosed by the High Court shall be used only for the purpose of the proceedings pending before the High Court and shall not be disseminated to any third party. 2. Since the impugned orders of the High Court are purely of an interlocutory nature, we are not inclined to entertain the Special Leave Petitions under Article 136 of the Constitution. 3. However, the parties would be at liberty to pursue their remedies in accordance with law on all counts after the final judgment of the High Court. 4. The Special Leave Petitions are dismissed. 5. Pending appli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the settlement order being revoked by the SEBI. 5. We would pass appropriate orders on these proceedings on such submissions made before us on behalf of the petitioners and the respondents on the adjourned date of hearing. 6. We are however of the opinion that the orders passed by the Supreme Court on the SEBI's Special Leave Petition needs to be apprised to the Court and placed on record. 7. The proceedings are accordingly adjourned to 1 December 2023 "For passing orders." 32. On 01.12.2023, the Hon'ble High Court of Judicature at Bombay pronounced the order, wherein, the following directions were passed:- "I. The petitioners are entitled to the benefits of the order dated 23 October 2023 as confirmed by the Supreme Court, by rejection of the Special Leave Petitions of respondent Nos. 2 and 9 and thereafter, by rejection of the Special Leave Petition filed by the SEBI. II. The order dated 23 October 2023 passed by the Court, be forthwith complied by SEBI. III. All the contentions of the petitioners and of the respondents on issues in regard to prayer clause (c) and (d) are expressly kept open to be agitated at appropriate time in appropriate proceedings. IV. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nce to the parties as throughout the entire proceedings, the petitioners were defending themselves and prosecuting their remedies either before the authorities of SEBI at Mumbai or before the jurisdictional High Court i.e., Bombay. 37. Learned senior counsel for the respondent-SEBI has placed reliance on the decision of the Hon'ble Supreme Court in the cases of State of Goa v. Summit Online Trade Solutions Private Limited and Others (2023) 7 SCC 791, National Textile Corpn. Ltd. and others v. Haribox Swalram and others (2004) 9 SCC 786, Union of India and Ors. v. Adani Exports Ltd. & Anr. (2002) 1 SCC 567 and the decision of the High Court of Judicature at Hyderabad in the case titled as BSE Limited v. JM Financial Asset Reconstruction Company Limited and others 2018 SCC OnLine Hyd 256. 38. Submissions made on behalf of the respondent-SEBI were strongly opposed by learned senior counsel who appeared on behalf of the respective writ petitioners. 39. Mr. Sandeep Sethi, learned senior counsel who appeared on behalf of the petitioner in W.P.(C) 15556/2023 took this court through paragraph no. 81 of the said writ petition to explain as to how this court has the territorial jurisdicti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Delhi, except the order passed by SEBI in Mumbai. The petitioners are based in Delhi and the respondent-SEBI itself required the petitioners to take permission from this court in the pending writ petition bearing W.P.(C) 10756 of 2019. According to him, since only minority shareholders had approached the Hon'ble High Court of Judicature at Bombay, therefore, this court does not lack its jurisdiction to entertain the instant writ petition. 44. In any case, according to him, when the petitioners are legally entitled to knock the doors of this court, they cannot be relegated to any other High Court applying the doctrine of forum conveniens. He has also submitted that in the pending writ petitions before this court, at no point of time, the respondent-SEBI has raised any objection regarding the territorial jurisdiction of this court. He has further submitted that the order dated 01.12.2023 has been passed by the Hon'ble High Court of Judicature at Bombay after the petitioners have already approached this court i.e., on 30.11.2023. He has also distinguished the decision relied upon by the learned senior counsel appearing on behalf of the respondent-SEBI while explaining from the respe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed the decision relied upon on behalf of the respondent-SEBI. In addition, he submitted that the principles laid down by the larger bench of this court in the case of Sterling Agro Industries Ltd. v. Union of India and Ors. 2011 (124) DRJ 633 will have full application and applying the same principles, this court has the jurisdiction to entertain the instant writ petition. He has also placed reliance on the decision in the case of Animish Pradip Raje v. Securities and Exchange Board of India and Anr. W.P. No. 7972 of 2023, decided by the Hon'ble Division Bench of the High Court at Telangana. Reliance is also placed on the decision of the Hon'ble Supreme Court in the case of Om Prakash Shrivastava v. Union of India (2006) 6 SCC 207. 50. In rejoinder submissions, learned senior counsel appeared on behalf of the respondent-SBI and submitted that he may not be misunderstood to have said that merely the location of SEBI's head office is at Mumbai, therefore, he has raised the objections on the territorial jurisdiction, rather his case is that no part of the cause of action had arisen within the territorial jurisdiction of this court. According to him, alternatively, under the facts of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Court shall have power, throughout the territories in relation to which it exercises jurisdiction, to issue to any person or authority, including in appropriate cases any Government, within those territories directions, orders or writs, including writs in the nature of habeas corpus, mandamus, prohibition, quo warranto and certiorari, or any of them, for the enforcement of any of the rights conferred by Part III and for any other purpose. (2) The power conferred on a High Court by clause (1) shall not be in derogation of the power conferred on the Supreme Court by clause (2) of Article 32." 57. The Hon'ble Supreme Court had an occasion to construe the original unamended Article 226 in the case of Election Commission, India v. Saka Venkata Rao 1953 SCR 1144, wherein, a strict and restrictive construction was accorded to Article 226. 58. Thereafter, the issue once again came up for consideration before the Hon'ble Supreme Court in the case of Lt. Col. Khajoor Singh v. Union of India 1961 (2) SCR 828, whereby, the decision in the case of Saka Venkata Rao (supra) was approved and it was unequivocally settled that functioning or the effects of the action of the government would not ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ll be doing away with the express provision contained therein which requires that the person or authority to whom the writ is to be issued should be resident in or located within the territories over which the High Court has jurisdiction. It is true that this may result in some inconvenience to person residing far away from New Delhi who are aggrieved by some order of the Government of India as such, and that may be a reason for making a suitable constitutional amendment in Art. 226." 60. In order to remedy the practical constraints due to the restrictive interpretation of Article 226 after the aforesaid judgment, the Constitution (Fifteenth Amendment) Act was brought in 1963, which inserted Clause (1A), which was subsequently renumbered as Clause (2) vide Forty-second Constitutional Amendment, 1976. Clause 2 of Article 226 of the Constitution of India reads as under: "226. .... ..... (2) The power conferred by clause (1) to issue directions, orders or writs to any Government, authority or person may also be exercised by any High Court exercising jurisdiction in relation to the territories within which the cause of action, wholly or in part, arises for the exercise of such p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eat of authority or Government was not material, so that, even if the seat, let us say, of the Union of India was Delhi, you could not sue in Delhi the Union of India for the issue of one of the writs unless the cause of action arose within the jurisdiction of this High Court also. They took quite a different view, quite the opposite view to what the Supreme Court has taken. When the law was in that state, this Constitution was framed thinking that every High Court will have jurisdiction within whose jurisdiction or territorial jurisdiction the cause of action had arisen. Therefore, we are trying to restore the position as it was in the contemplation of the framers of the Constitution in the Constituent Assembly, so that that man has not got to travel to Delhi with such scarce accommodation as is there." 63. According to DD Basu, Commentary on the Constitution of India, 8th Ed., Vol. 10, Articles 214-226 (Contd.), the rationale behind the amendments is explained in the following words: "Objects of Amendments As a result of the view taken by the Supreme Court in Election Commn. v. Venkata and subsequent cases, it was location or residence of the respondent which gave territoria ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... original intent of the Constitution makers which is succinctly encapsulated in Clause (1) of Article 226. Rather, Clause (2) is an enabling provision, which supplements Clause (1) to empower the High Courts to ensure an effective enforcement of fundamental rights or any other legal right. Therefore, the power of judicial review cannot be circumscribed by the location of the authority against whom the writ is issued, however, the same does not mean that the constitutional mandate enshrined under Article 226 (1) can be completely neglected or whittled down. 66. On this aspect, it is significant to advert to a decision of the Coordinate Bench of this Court in the case of Jayaswals Neco Limited v. Union of India and Others 2007:DHC:673, wherein, it was held that Article 226(2) has only extended the jurisdiction of the High Courts beyond its territorial limits but it does not supplant Article 226(1). The relevant paragraph of the said decision reads as under: "20. --- This amendment introduced the concept of cause of action which the Supreme Court had earlier refused to read into Article 226 (1). However, this does not mean that the concept of territorial jurisdiction under Articl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... But, this does not mean that what Khajoor Singh (supra) has decided in respect of Article 226 (1) can be whittled down or ignored. That is a decision of seven judges of the Supreme Court and, with regard to the provisions of Article 226 (1), it is definitive." [Emphasis supplied] 67. Thus, the salient aspects which emerge out of the aforesaid discussion can be delineated forthwith as: (i) Article 226(2) does not take away the right of a High Court to dismiss a case on grounds of forum non-conveniens. The principles of forum non-conveniens and that of Article 226(2) operate in different field, where Article 226(2) (originally Article 226(1A)) was inserted to solve the problem of a litigant needing to go to a High Court where the seat of government authority was present. (ii) In other words, merely because Article 226(2) allows jurisdiction to be conferred on a High Court in the absence of the seat of a government authority being under its jurisdiction; this does not in itself mean that the presence of a seat shall automatically grant jurisdiction. (iii) Article 226(2) allows jurisdiction to be conferred if the cause of action, either in part or whole, had arisen in the juris ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on the part of the defendant which gives the plaintiff his cause of complaint, or the subject-matter of grievance founding the action, not merely the technical cause of action." 73. The Hon'ble Supreme Court, in the case of Bloom Dekor Ltd. v. Subhash Himatlal Desai (1994) 6 SCC 322 observed as under: "28. By "cause of action" it is meant every fact, which, if traversed, it would be necessary for the plaintiff to prove in order to support his right to a judgment of the Court. In other words, a bundle of facts, which it is necessary for the plaintiff to prove in order to succeed in the suit. (Cooke v. Gill [1873 LR 8 CP 107 : 42 LJCP 98] )." 74. The meaning and scope of the term 'cause of action' in the context of Article 226 of the Constitution of India has been discussed and settled by various judgments of the Hon'ble Supreme Court. A three-judges Bench of the Hon'ble Supreme Court in the case of Oil and Natural Gas Commission (supra) has held as under: "6. It is well settled that the expression "cause of action" means that bundle of facts which the petitioner must prove, if traversed, to entitle him to a judgment in his favour by the Court. In Chand Kour v. Partab Singh [I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ch is necessary to prove each fact, comprises in "cause of action". (See Rajasthan High Court Advocates' Assn. v. Union of India [(2001) 2 SCC 294].)" 76. In the landmark judgment of Kusum Ingots (supra), an important observation regarding the cause of action was made by the Hon'ble Supreme Court, which reads as under: "9.--- Before proceeding to discuss the matter further it may be pointed out that the entire bundle of facts pleaded need not constitute a cause of action as what is necessary to be proved before the petitioner can obtain a decree is the material facts. The expression material facts is also known as integral facts." 77. In the case of Rajasthan High Court Advocates' Association v. Union of India (2001) 2 SCC 294, the question as to where the cause of action arises was answered by the Hon'ble Supreme Court, which held that the same would have to be left to be determined in each individual case. The relevant paragraph of the said decision reads as under: "17. The expression "cause of action" has acquired a judicially-settled meaning. In the restricted sense cause of action means the circumstances forming the infraction of the right or the immediate occasion ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fer territorial jurisdiction on the Court concerned, and only those facts which give rise to a cause of action within a Court's territorial jurisdiction which have a nexus or relevance with the lis that is involved in that case, would be relevant for the purpose of invoking the Court's territorial jurisdiction, in the context of clause (2) of Article 226." 80. The doctrine of 'cause of action' in relation to Article 226 of the Constitution of India, hence, becomes limited to the integral facts of the case and the situs of the cause of action then is construed as the situs where the material, essential and integral facts arose. The situs of the cause of action vis a vis the doctrine of forum conveniens was also discussed in the case of Nasiruddin v. STAT(1975) 2 SCC 671, wherein, the Hon'ble Supreme Court while construing the provisions of the United Provinces High Courts (Amalgamation) Order, 1948 stated the law thus:- "37. The conclusion as well as the reasoning of the High Court is incorrect. It is unsound because the expression 'cause of action' in an application under Article 226 would be as the expression is understood and if the cause of action arose because of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (in the strict sense) it possesses. Issues of forum non conveniens do not arise unless there are competing courts each of which has jurisdiction (in the strict sense) to deal with the subject matter of the dispute. It seems to me plain that if one of the two competing courts lacks jurisdiction (in the strict sense) a plea of forum non conveniens could never be a bar to the exercise by the other court of its jurisdiction." 84. The principle was also explained in the judgment of United States Supreme Court in Gulf Oil Corporation v. Gilbert 330 U.S. 501, wherein, it was held as under:- "The principle of forum non conveniens is simply that a court may resist imposition upon its jurisdiction even where jurisdiction is authorised by the letter of a general venue statute. These statutes are drawn with a necessary generality and usually give a plaintiff a choice of courts, so that he may be quite sure of some place in which to pursue his remedy. But the open door may admit those who seek not simply justice but perhaps justice blended with some harassment. A plaintiff sometimes is under temptation to resort to a strategy of forcing the trial at a most inconvenient place for an adversary ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the same may not be the singular factor to compel the High Court to decide the matter on merits. The High Court may refuse to exercise its discretionary jurisdiction by invoking the doctrine of forum conveniens. (d) The conclusion that where the appellate or revisional authority is located constitutes the place of forum conveniens as stated in absolute terms by the Full Bench is not correct as it will vary from case to case and depend upon the lis in question. (e) The finding that the court may refuse to exercise jurisdiction under Article 226 if only the jurisdiction is invoked in a malafide manner is too restricted/constricted as the exercise of power under Article 226 being discretionary cannot be limited or restricted to the ground of malafide alone. (f) While entertaining a writ petition, the doctrine of forum conveniens and the nature of cause of action are required to be scrutinized by the High Court depending upon the factual matrix of each case in view of what has been stated in Ambica Industries (supra) and Adani Exports Ltd. (supra)4. (g) The conclusion of the earlier decision of the Full Bench in New India Assurance Company Limited (supra) "that since the origi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... are not relevant or germane for grant of the prayer would not give rise to a cause of action conferring jurisdiction on the court. 89. In paragraph No. 21 of the said decision, it has also been held that assuming that a slender part of the cause of action arises within the jurisdiction of the particular High Court, the concept of forum conveniens ought to have been considered by the High Court. The Hon'ble Supreme Court relied on the decisions in the cases of Kusum Ingots (supra) and Ambica Industries v. CCE (2007) 6 SCC 769, to hold that even if a small part of the cause of action arises within the territorial jurisdiction of a High Court, the same by itself should not be a determinative factor compelling the High Court to keep the writ petitions alive. 90. It is pertinent to refer to the decision of the Calcutta High Court in the case of Heiza Boilers (I) Pvt. Ltd. v. Union of India 2009 SCC OnLine Cal 2754, whereby, the principle for ascertaining the material and essential facts in the bundle of facts constituting the cause of action was discussed as under: "14. The principles are these; Facts which have no bearing on the lis or the dispute involved in the case do not give r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at one of the prayers related to a challenge against the notification issued by the State of Sikkim. Also, in the said case, the petitioner company's office was also located in the State of Sikkim. However, the Hon'ble Supreme Court while considering that a slender part of the action has arisen, held that the High Court of Sikkim was not clothed with the requisite jurisdiction to entertain the petition as the major part of the cause of action has arisen in another High Court. It can be safely concluded that neither the notification issued by the concerned government, nor the location of the office were considered to be the material facts to determine the cause of action. 94. The Hon'ble Supreme Court in the case of Oil and Natural Gas Commission v. Utpal Kumar Basu and others (1994) 4 SCC 711 had an occasion to consider the question of territorial jurisdiction to entertain a writ petition by the Hon'ble Calcutta High Court. The jurisdiction of the Hon'ble Calcutta High Court was invoked by the petitioner therein on the ground that the petitioner had come to know of the tender from a publication in the newspaper which was within the jurisdiction of Hon'ble Calcutta High Court. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... said decision, which is reproduced as under:- "6. For deciding the above issue, it is necessary to first notice the contentions raised in the special civil applications to establish the territorial jurisdiction of the High Court. Contentions regarding the cause of action and the territorial jurisdiction of the High Court are pleaded in the applications at para 16, which read thus: "The petitioners carry on business of export and import from Ahmedabad. The orders for export and import are placed from and executed from Ahmedabad. The documents and payments for exports and imports are sent/made at Ahmedabad. The credit of duty claimed in respect of exports were handled from Ahmedabad since export orders were received at Ahmedabad and payments also received at Ahmedabad. The non-granting and denial of utilisation of the credit in the said passbook shall affect the business of the petitioners at Ahmedabad. Respondents 1 to 3 have regional offices at Ahmedabad. A substantial part of the cause of action has arisen within the jurisdiction of this Hon'ble Court. This Hon'ble Court has therefore, jurisdiction to entertain, try and dispose of this petition." [Emphasis supplied] ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of this Court made time and again, some of the learned Judges continue to betray that tendency. [Emphasis supplied]" 100. Some of the pleas taken by the petitioners like the situs of the registered offices or residences of the petitioners, the factum of receiving the communication in Delhi etc. are hit by the law laid down in the case of Oil and Natural Gas Commission (supra). 101. To appreciate the facts and circumstances of the instant writ petitions, this court deems it appropriate to reproduce the relevant paragraphs of the respective writ petitions relating to averments set out for invoking the territorial jurisdiction of this court. 102. Paragraph no. 81 of W.P.(C) 15556/2023 is reproduced as under:- "81. The Petitioner has its registered office in New Delhi. The Petitioner carries on its business in New Delhi. Respondent No. 1, SEBI and Respondent Nos. 2 to 8 also have their offices in New Delhi. The Impugned Order (communicated by way of an email dated 10th November 2023 (ANNEXURE P - 2) and a physical hard copy (ANNEXURE P - 1) were received by the Petitioner at its address in New Delhi. The effect of the Impugned Order is felt by the Petitioner in New Delhi, from ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Petitioners therefore submit that this Hon'ble Court has jurisdiction to entertain, try and dispose of the present petition." 105. Going by the averments made in respective paragraphs of the instant writ petitions and also by the submissions made on behalf of the petitioners, the jurisdiction of this court is invoked primarily on the basis of the following facts:- (i) Registered offices of the petitioners are situated in Delhi and the petitioners also carry on their businesses in Delhi; (ii) SEBI and the other respondents also have their local offices in Delhi; (iii) The impugned order and physical hard copy were received by the petitioners at their Delhi addresses; (iv) The effect of the impugned order is also felt by the petitioners in Delhi; (v) The petition bearing W.P.(C) no. 10756/2019 is pending before this court at Delhi; (vi) The petitioners have the convenience to approach this court in comparison to any other High Court; (vii) Shareholders and shareholdings i.e., the situs of share are also at Delhi. 106. A bare perusal of these averments would indicate that none of them are material, essential or integral facts which have any proximity with the lis invo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dates at Mumbai and thereupon, a settlement had arrived at. It is, thus, seen that it is not merely the location of the respondent-SEBI's Head Office at Mumbai, but rather the entire genesis of the dispute lies in Mumbai itself. The settlement was finalized at Mumbai. The determination of the settlement not being fulfilled was made at Mumbai. The consideration to that effect has taken place at Mumbai and the decision to revoke the settlement has also been passed at Mumbai only. 110. The settlement order dated 12.09.2022 records the following facts, which form the integral, material and substantial facts leading to the passing of the settlement order:- (i) Based upon the investigation conducted by SEBI, enforcement proceedings were initiated against BNL and respondent nos. 2 to 8, under various provisions of SEBI Act, 1992 and other laws. (ii) BNL and respondents No. 2 to 8 herein, had filed a settlement application in terms of Regulations of 2018, proposing to settle, through a settlement order, without admitting or denying the findings of fact and conclusions of law, initiated vide show cause notice dated 28.10.2020. (iii) The HPAC, thereafter, considered the applications ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rment that this court is the most convenient forum for the petitioners, it would be inappropriate and myopic to assume that while determining the jurisdiction, only the convenience of the aggrieved party approaching the court has to be looked into. In fact, with the advent of technology in contemporary times, the courts have transcended the geographical barriers and are now accessible from remote corners of the country. Therefore, the convenience of the parties cannot be the sole criterion for the determination of jurisdiction considering the broader perspective of dynamism of technology and increased access to justice. The determination of cause of action and territorial jurisdiction has to be in line with the constitutional scheme envisaged under Article 226 of the Constitution of India. 115. Moreover, the litigation history of the present writ petitions reveals that the parties have, in fact, agitated their concerns before the Hon'ble High Court of Judicature at Bombay. Nothing has been put before this court, that shall allow the conclusion of the Hon'ble High Court of Judicature at Bombay being a non-convenient forum. The forum, in the considered opinion of this court, is avai ..... X X X X Extracts X X X X X X X X Extracts X X X X
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