Mandatory disclosure complaints in public offers must be examined on merits before rejection; investors may be persons aggrieved.

An investor complaining of non-disclosure and fraudulent misrepresentation in a public offer was treated as a person aggrieved where SEBI rejected the complaint without examining the substance of the disclosure allegations. The appellate remedy under Section 15T was therefore held maintainable because the investor was directly prejudiced by the rejection. SEBI's communication was also found unjustified since it did not address whether the alleged suppression of control over the acquirer and prior associations of a director required disclosure under the takeover framework. The rejection was set aside and the matter remitted to SEBI for fresh consideration in accordance with law, without any view on the merits.

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Issues: (i) Whether an investor whose complaint alleging non-disclosure and fraudulent misrepresentation in a public offer is rejected by SEBI without considering the allegations is a person aggrieved entitled to appeal under Section 15T of the SEBI Act, 1992. (ii) Whether SEBI's rejection of the complaint without examining the disclosed grievances was justified.

Issue (i): Whether an investor whose complaint alleging non-disclosure and fraudulent misrepresentation in a public offer is rejected by SEBI without considering the allegations is a person aggrieved entitled to appeal under Section 15T of the SEBI Act, 1992.

Analysis: The appellate remedy under Section 15T is available where SEBI passes an order prejudicially affecting an investor who complains of violation of disclosure obligations under the takeover regulations. A complaint alleging suppression of material facts in a public offer cannot be treated as a mere grievance without legal consequence when SEBI rejects it without addressing the substance of the allegations. The investor, being the intended beneficiary of the disclosure regime, is prejudiced by such rejection and therefore has a direct grievance.

Conclusion: The investor was held to be a person aggrieved and the appeal was maintainable.

Issue (ii): Whether SEBI's rejection of the complaint without examining the disclosed grievances was justified.

Analysis: The complaint raised specific allegations of non-disclosure relating to control over the acquirer and the prior associations of a director, both said to be material under the takeover regulations and the standard letter of offer. The impugned communication merely noted certain disclosures already made in the letter of offer, but did not address whether the alleged suppression of control and past associations required disclosure or whether the omission caused prejudice to the investor. A complaint alleging regulatory violation had to be considered on its merits before any decision was taken.

Conclusion: The rejection of the complaint was held to be unjustified and was set aside.

Final Conclusion: The matter was sent back to SEBI for fresh consideration of the complaint in accordance with law, without any opinion on the merits of the allegations.

Ratio Decidendi: Where SEBI rejects an investor's complaint alleging violation of mandatory disclosure requirements in a public offer without examining the substance of the allegations, the investor is a person aggrieved entitled to appeal, and the rejection cannot be sustained.

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