9911796707
TMI Blog2025 (1) TMI 16X X X X Extracts X X X X X X X X Extracts X X X X ..... oatwalla and Ms. Samiksha Rajput, Advocates i/b. MKA & Co. for Respondent No. 1 Mr. Sumit Rai, Advocate with Mr. Mihir Mody, Mr. Yash Sutaria and Mr. Tushar Bansode, Advocates i/b. M/s. K. Ashar & Co. for Respondent No. 2 ORDER Per : Justice P. S. Dinesh Kumar, Presiding Officer These two appeals filed by the same appellant are heard together and disposed of by this common order. 2. We have heard Shri Joby Mathew, learned Advocate for the appellant and Shri Pradeep Sancheti, learned Senior Advocate for the respondent No.1 and Shri Sumit Rai, learned Advocate for respondent No.2. 3. The issue involved in these appeals is applicability of Regulation 23 of SEBI (LODR) Regulations Securities and Exchange Board of India (Listing Obligati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2. In substance, appellant's contention is that the paid-up share capital is less than Rs.10 crores. Therefore, appellant is entitled for exemption under Regulation 15 of LODR Regulations. 8. In reply, Shri Sancheti, learned Senior Advocate for the Respondent submitted that one of the two conditions, namely, the net worth of the appellant admittedly exceeds Rs.25 crores. Therefore, appellant is not entitled for any exemption. 9. We have carefully considered the rival contentions and perused the records. 10. Undisputed facts of the case are appellant is a listed entity. As per averments in paragraph No.6.6 of the appeal, appellant's net worth as on 31.3.2021 was Rs.31.36 crores. 11. Appellant's solitary contention is that the paid-up sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , 1987, (1987) 3 SCC 208 in support of his contention. 13. Shri Sancheti, learned Advocate for the respondent contended that compliance with the corporate governance provisions must be strictly construed because they shall have far-reaching consequence in the securities market. He submitted that a plain reading of Regulation 15(2)(a) makes it clear that in order to seek exemption from compliance with corporate governance a listed entity has to satisfy both the conditions, namely, that the share capital must not exceed Rs.10 crores and the net worth should not exceed Rs.25 crores. In support of this contention, he has placed reliance on Durrani Abdullah Khan vs. State of Maharashtra Durrani Abdullah Khan vs. State of Maharashtra decided on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... natural and ordinary sense; and sentences are construed according to their grammatical meaning. It is also settled that if the enacting portion of a Section is not clear, a proviso appended to it may give an indication as to its true meaning. It may be useful to note that Lord Watson said in West Darby Union vs. Metropolitan Life Assurance Society Cited in AIR 1963 SC 1087 (Paragraph No.27) that "I perfectly admit that there may be and are many cases in which the terms of an intelligible proviso may throw considerable light on the ambiguous import of the statutory words." 17. The contention of the appellant is that in order to get the exemption from compliance with corporate governance provisions, the entity has to satisfy both cond ..... X X X X Extracts X X X X X X X X Extracts X X X X
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