Appealability of Stock Exchange's Delisting Decision under Securities Law

The decision of the Calcutta Stock Exchange refusing to grant in principle approval for voluntary delisting of shares is appealable under Section 21A of the Securities Contracts (Regulation) Act, 1956. The writ petition was deemed maintainable despite the availability of a statutory alternative remedy. The Calcutta Stock Exchange's decision was held to be within jurisdiction, not breaching natural justice principles. As the impugned decision is appealable, the writ petition was dismissed, and no costs were awarded, advising the parties to pursue the statutory alternative remedy available to them.

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Issues Involved:
1. Is a decision of a Stock Exchange refusing to grant in principle approval to an application for voluntary delisting of shares from such Stock Exchange appealable under the provisions of Securities Contracts (Regulation) Act, 1956Rs.
2. Is the writ petition maintainableRs.
3. Is the impugned decision of the Calcutta Stock Exchange without jurisdictionRs.
4. To what reliefs, if any, are the parties entitled toRs.

Issue-wise Detailed Analysis:

1. Is a decision of a Stock Exchange refusing to grant in principle approval to an application for voluntary delisting of shares from such Stock Exchange appealable under the provisions of Securities Contracts (Regulation) Act, 1956Rs.
The impugned decision of the Calcutta Stock Exchange in refusing to grant in principle approval to delist the equity shares of the first petitioner is contended to be appealable under Section 21A of the Securities Contracts (Regulation) Act, 1956. Section 21A does not distinguish between voluntary and compulsory delisting of securities and allows a recognized stock exchange to delist securities after recording reasons. Sub-section (2) of Section 21A permits a listed company or an aggrieved investor to file an appeal before the Securities Appellate Tribunal against the decision of the recognized Stock Exchange within fifteen days from the date of the decision. Section 23L of the Act also provides for appeals to the Securities Appellate Tribunal but operates in a different field compared to Section 21A. The first issue is answered in the affirmative, holding that a decision of a Stock Exchange refusing to grant in principle approval to an application for voluntary delisting is appealable under Section 21A(2).

2. Is the writ petition maintainableRs.
The writ petition is maintainable despite the availability of a statutory alternative remedy of appeal. The rule of exclusion of writ jurisdiction by availability of an alternative remedy is a rule of discretion and not one of compulsion. A writ petition is maintainable if the impugned action is substantiated to be without jurisdiction, non-speaking, perverse, or tainted with mala fides. In this case, the petitioners have not established that the impugned decision is without jurisdiction, or is perverse, or non-speaking, or tainted with mala fides. Therefore, the second issue is answered by holding that the present writ petition is maintainable.

3. Is the impugned decision of the Calcutta Stock Exchange without jurisdictionRs.
The Calcutta Stock Exchange is required by law to decide an application for voluntary delisting and has the jurisdiction to do so. The decision gives reasons and claims to have consulted with SEBI before informing the petitioners. It cannot be said that the impugned decision is vitiated by the breach of the principles of natural justice. The Stock Exchange has acted within its jurisdiction, and the impugned decision is amenable to appeal under Section 21A(2). The third issue is answered in the negative and against the petitioners.

4. To what reliefs, if any, are the parties entitled toRs.
Since the impugned order is appealable and the petitioners have a statutory alternative remedy available, the merits of the case and the rival contentions of the parties need not be entered into. The writ petition is dismissed, and no order as to costs is made. The fourth issue is answered accordingly.

Conclusion:
W.P. No. 523 of 2017 is dismissed. No order as to costs. The petitioners are advised to pursue the statutory alternative remedy available to them.

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