9911796707
TMI Blog2024 (9) TMI 1499X X X X Extracts X X X X X X X X Extracts X X X X ..... of shares or property or every merger, acquisition, de-merger, subject to judicial review. If according to the petitioner, there is a criminality involved in the aforementioned transactions, as seems to be unarticulated submission, the petitioner is always at liberty to file appropriate proceedings in accordance with law. This Court also finds that though a personal allegation has been made against Chairperson SEBI, yet neither the writ petition has been amended nor she has been impleaded as a respondent. This Court is of the view that even if the Chairperson of SEBI has had a professional relationship with Max group in the past, it will not take away the Regulator s obligation and duty to decide the matter in accordance with law. Also, if the final decision of SEBI is in any manner influenced or affected because of the alleged erstwhile professional relationship of its Chairperson, the Petitioner shall surely be entitled to agitate the said ground at that stage. Consequently, keeping in view the fact that the Petitioner challenges private commercial transactions between commercial entities as well as the fact that shareholders of the public limited company have approved the transa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nk') and its group companies viz. Axis Securities Ltd. (here in after referred to as 'Axis Securities') and Axis Capital Ltd.(here in after referred to as 'Axis Capital') to make undue profits/illegal gains from the purchase and sale of equity shares of Max Life in a non-transparent and illegal manner. 2. Mr. Rajshekhar Rao, learned senior counsel for the Petitioner states that the Respondents No.5 to 9 are attempting to acquire shareholding in Max Life, an insurance company, by unfair and non-transparent ways using their experience in Insurance sector to manipulate the records and valuations to serve their interests. He states that Axis Bank in accordance with Insurance Regulatory and Development Authority of India (here in after referred to as 'IRDAI') Regulations, 2015 is acting in the capacity of a corporate agent for Max Life and is also a shareholder in Max Life. He states that as per the disclosure made on 09th August, 2023, the Board of Directors of Axis Bank/ Respondent No.5 approved the infusion of Rs.1612 crores in Max Life/Respondent No.9 by way of preferential allotment, resulting in Axis Bank's direct stake in Max Life increasing to 16.22% and collective stake of Axi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... stitutionally entitled to intervene in situations such as the above, in exercise of its extraordinary jurisdiction. 6. At this stage, learned senior counsel for the Petitioner also refers to an additional affidavit dated 13th March, 2024 filed by the Petitioner where in it is stated that Chairperson of Securities and Exchange Board of India (here in after referred to as 'SEBI') was an additional director and director in Max Healthcare Institute Limited from 04th February, 2015 to 03rd April, 2017 respectively. He states that it is because of this fact that SEBI has not investigated the allegations with promptitude. 7. Learned counsel for IRDAI states that by way of two orders dated 13th October, 2022, IRDAI as a regulator has imposed maximum penalty of Rs.2 crores and Rs. 3 crores on Axis Bank and Max Life respectively. He further states that copies of the orders dated 13th October, 2022 have been forwarded to the Reserve Bank of India (hereinafter referred to as 'RBI') and SEBI for their examination and necessary action, if any. 8. Learned counsel for the SEBI has handed over an original notorised affidavit dated 9th August, 2024. The same is taken on record. In the said affida ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l transactions between (i) Respondent No.5/Axis Bank (a public listed company); (ii) Respondent No.6/Axis Securities (a public unlisted company/wholly owned subsidiary of Axis Bank); (iii) Respondent No.7/Axis Capital (a public unlisted company/wholly owned subsidiary of Axis Bank) (collectively referred to as 'Axis Entities'); (iv) Respondent No.8/Max Financial (a public listed company), in relation to shares of Respondent No.9/Max Life, which is a non-government public unlisted company. Consequently, in essence, the Petitioner challenges purely commercial transactions undertaken by and between private entities involving acquisition of shares of a life insurance company i.e. Max Life, which is an entity regulated by the IRDAI. 11. This Court is of the view that where a field is regulated and where an appropriate regulator has either already taken note of and addressed the transaction or is investigating the said transaction, the Court in writ jurisdiction should not interfere. In such a situation, the regulator must be allowed to do its job. 12. Further, the writ of Mandamus being a public law remedy may be issued against a private body discharging public functions, however, it ..... X X X X Extracts X X X X X X X X Extracts X X X X
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