Sealed-cover voting results may be disclosed to counsel only to test compliance with SEBI's debenture voting requirements.

Where voting results of a debenture holders' meeting are kept in sealed cover and compliance with the SEBI circular dated 13 October 2020 remains under examination, limited disclosure may be ordered to assist judicial scrutiny. The Bombay HC directed opening of the sealed envelope only for counsel for the parties, so they could address whether the required majority and ISIN-wise voting conditions were met. The disclosure was confined to judicial assistance and did not amount to prior public disclosure, preserving the parties' rights and contentions.

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Issues: Whether the sealed envelope containing the voting results of the debenture holders' meeting should be opened and disclosed to counsel for the parties to enable examination of compliance with the SEBI circular dated 13 October 2020.

Analysis: The voting results had been directed to remain in sealed cover and the applicant sought limited disclosure so that the parties could assist the Court on whether the requisite majority under the SEBI circular had been obtained. The Court noted the effect of the Supreme Court's subsequent order recognising the retroactive operation of the circular and its requirement of ISIN-wise voting. In these circumstances, the Court found it appropriate to follow the course earlier adopted by the Supreme Court and permit opening of the sealed envelope only for the limited purpose of enabling counsel to assist the Court, while preserving the parties' rights and contentions.

Conclusion: The sealed envelope was directed to be opened and the voting results made available to the advocates for the parties for the limited purpose of judicial assistance, without prior public disclosure.

Ratio Decidendi: Where voting results are kept in sealed cover and the legality of the meeting's compliance with a binding regulatory circular remains to be examined, limited disclosure to counsel may be directed to facilitate adjudication, without prejudice to the parties' rights.

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