9911796707
TMI Blog2025 (1) TMI 15X X X X Extracts X X X X X X X X Extracts X X X X ..... e between the appellant and the SEBI but the impugned order interim ex-parte order has been passed without any tenable reasons - HELD THAT:- We are of the opinion that prima facie, is indubitable that appellant and SEBI were in exchange of correspondence since 2020, although it was vehemently contended by Shri. Kapadia that the relevant date to be reckoned is September 2023. In any event, it cannot be gainsaid that appellants have been called upon to file their reply within 21 days from the date of the impugned order. As recorded hereinabove, Shri Kapadia has submitted that SEBI shall pass orders within 30 days from the date of conclusion of hearing. The Learned Senior Advocate for the appellant is also in agreement with the proposed course ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nancial year, irrespective of the number of transactions or contracts involved. b) In the event the aggregate value of the related party transactions, calculated as provided in clause (a), exceeds the materiality threshold provided under Regulation 23(1). LlL shall obtain approvals as mandated under Regulation 23(4) of the LODR. c) NSE shall appoint a registered valuer to carry out a valuation of the business foregone and received, including by way of geographic allocation, in terms of Annexure IV of the JV SHA. 2. We have heard Shri Venkatesh Dhond, Senior Advocate with Shri Prasad Shenoy, Shri Sandeep Parekh, Shri Anil Choudhary, Shri Parker Karia and Ms. Navneeta Shankar, learned Advocates for the Appellant, Shri Chetan Kapadia, Senior A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... onus of justifying such orders on grounds of urgency and necessity to take immediate action, without providing the aggrieved parties an opportunity to be heard, lies on the SEBI and SEBI has not discharged the same. 4. In substance, appellant s case is that since the SEBI sent its first communication on August 28, 2020, conveying receipt of representations from investors of the Appellant regarding their 'outstanding commitment' in terms of the Appellant's disclosure dated March 04, 2019, there have been series of correspondence between the appellant and the SEBI, the impugned order interim ex-parte order has been passed without any tenable reasons. 5. Opposing the appeal, Shri. Kapadia, learned Senior Advocate for the SEBI, subm ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... de India Limited (formerly BOC India Ltd), is a public limited company listed on the Bombay Stock Exchange Limited ( BSE ) since January 23, 1992, and the NSE since June 16, 1999; That the appellant was a subsidiary of BOC Group Ltd., an unlisted UK-based company. In 2006, 100% shareholding of the BOC Group was acquired by Linde U.K. Holdings Limited and its group entities. Further, 100% shareholding of Linde U.K Holdings Limited is directly or indirectly held by Linde AG, a company registered in Germany; That in June 2017, Linde AG entered into a merger with Praxair Inc., an American industrial gases company. In terms thereof, an entity called Linde Plc was incorporated, and Linde AG and Praxair Inc. became subsidiaries of Linde Plc. and t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ntered with Praxair which was rejected by the shareholders by approximately 93.94% of the votes cast by the eligible shareholders being against the same. The complaints alleged that despite the rejection of the resolution, the Appellant had executed the Related Party Transactions with Praxair in violation of the LODR Regulation. 9. Pleadings contain exchange of several correspondence. It appears that there was a crucial development on April 13, 2023, when the SEBI sought some urgent clarifications and information pertaining to the allocation of business between the Appellant and Praxair. Subsequently, on October 19, 2023, the Investigating Authority ( IA ) appointed by the SEBI issued summons to Appellant's Company Secretary and Managin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... SEBI were in exchange of correspondence since 2020, although it was vehemently contended by Shri. Kapadia that the relevant date to be reckoned is September 2023. In any event, it cannot be gainsaid that appellants have been called upon to file their reply within 21 days from the date of the impugned order. As recorded hereinabove, Shri Kapadia has submitted that SEBI shall pass orders within 30 days from the date of conclusion of hearing. The Learned Senior Advocate for the appellant is also in agreement with the proposed course of action. 15. In that view of the matter, in our considered opinion, it would not be just and appropriate to continue the impugned interim ex-parte order any further keeping in view that: the appellant has been d ..... X X X X Extracts X X X X X X X X Extracts X X X X
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