Tribunal Allows Appeal Challenging Delisting & Fair Value Computation

The Tribunal held that the appeal filed under Section 23L of the Securities Contracts (Regulation) Act, 1956 was maintainable, allowing the appellant to challenge the compulsory delisting and fair value computation of shares. The Tribunal emphasized that the appellant had the option to choose between Section 21A and Section 23L for filing the appeal, finding no conflict between the provisions. Additionally, the Tribunal condoned the delay of 73 days in filing the appeal, considering the reasons provided by the appellant reasonable and satisfactory. The appeal was listed for admission on 28.02.2019.

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Issues Involved:
1. Maintainability of the appeal under Section 23L of the Securities Contracts (Regulation) Act, 1956 (SCRA) versus Section 21A.
2. Condonation of delay in filing the appeal.

Detailed Analysis:

1. Maintainability of the Appeal:

The appellant, a listed company whose securities were delisted, challenged the compulsory delisting and the computation of the fair value of the shares at Rs. 9.07 per equity share. The respondent argued that the appeal should have been filed under Section 21A of the SCRA, which provides a specific provision for filing an appeal against delisting within fifteen days, extendable by one month for sufficient cause. The respondent contended that Section 23L, being a general provision, cannot override the specific provision of Section 21A, based on the principle of "generalia specialibus non derogant."

Tribunal's Analysis:
- The Tribunal examined the provisions of Section 21A and Section 23L. Section 21A provides a specific timeline for filing an appeal against delisting, while Section 23L offers a broader provision for appeals against decisions of the stock exchange or SEBI, with a 45-day filing period extendable for sufficient cause.
- The Tribunal noted that both Section 21A and Section 23L were inserted simultaneously by the Securities Laws (Amendment) Act, 2004, and that Rule 2(b) of the Securities Contracts (Regulation) (Appeal to Securities Appellate Tribunal) Rules, 2000, includes appeals under both sections.
- The Tribunal held that the principle of specific provisions overriding general provisions does not apply when there are multiple remedies available. The doctrine of election allows the appellant to choose between filing under Section 21A or Section 23L. The Tribunal found no conflict between the two provisions, allowing the appellant to file under Section 23L.
- The Tribunal further noted that the Securities and Exchange Board of India (Delisting of Equity Shares) Regulation, 2009, provides for the determination of fair value by an independent valuer, which can be appealed under Section 23L.

Conclusion on Maintainability:
The Tribunal concluded that the appeal filed under Section 23L is maintainable, as the appellant has the option to choose this provision for filing an appeal against the delisting decision.

2. Condonation of Delay:

The appellant filed the appeal with a delay of 73 days, citing reasons such as the time taken to find a specialized lawyer, collect necessary documents, and financial difficulties.

Tribunal's Analysis:
- The Tribunal considered the reasons provided by the appellant, noting that the registered office is in Ahmedabad, and the time taken to compile documents and find legal representation was reasonable.
- The Tribunal referred to the Supreme Court's decision in Ram Nath Sao alias Ram Nath Sahu & Ors. Vs. Gobardhan Sao & Ors, which emphasized that "sufficient cause" should be liberally construed to advance substantial justice when no negligence or inaction is attributable to the party.

Conclusion on Condonation:
The Tribunal found the reasons for the delay to be adequate and satisfactory, and thus, condoned the delay of 73 days in filing the appeal.

Order:
The application for condonation of delay is allowed, and the appeal is listed for admission on 28.02.2019.

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