Tribunal sets aside SEBI's communication on SCORES platform, instructs consolidated representation, and orders SEBI to decide promptly.

The Tribunal allowed the appeal, setting aside SEBI's communication on the SCORES platform. It directed the appellants to file a consolidated representation/complaint within four weeks for SEBI's consideration. SEBI was instructed to decide the matter within six weeks by a reasoned order. The Tribunal emphasized SEBI's duty to safeguard investors' interests and ordered each party to bear their own costs.

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Issues Involved:
1. Non-disclosure of promoter shareholding by BNL, PNBF, and Camac.
2. Violation of Minimum Public Shareholding (MPS) norms by BNL, PNBF, and Camac.
3. SEBI's inaction and improper disposal of complaints on the SCORES platform.
4. Maintainability of the appeal under Section 15T of the SEBI Act.

Issue-wise Detailed Analysis:

1. Non-disclosure of Promoter Shareholding:
The appellants contended that BNL, PNBF, and Camac failed to disclose their true promoters, thereby providing incorrect disclosures regarding their promoter shareholding. The appellants alleged that Respondent Nos. 5 and 6, who are the Managing Directors of BCCL, effectively controlled these companies but were wrongly classified as public shareholders. This concealment led to non-compliance with the Minimum Public Shareholding norms.

2. Violation of Minimum Public Shareholding Norms:
The appellants argued that BNL, PNBF, and Camac failed to comply with the Minimum Public Shareholding requirement of 25% as per Rule 19A of the Securities Contracts (Regulations) Rules 1957 and Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. Despite multiple complaints filed since 2013, SEBI failed to take any decisive action to address these violations, leading to significant prejudice against the minority shareholders.

3. SEBI's Inaction and Improper Disposal of Complaints:
The appellants highlighted SEBI's inconsistent responses to their complaints, ranging from non-response to treating the complaints as market intelligence without concluding investigations. The computer-generated communication disposing of the complaints on the SCORES platform was criticized for being mechanical and lacking application of mind. The Tribunal found SEBI's approach to be inadequate and non-compliant with its mandate under Section 11 of the SEBI Act to safeguard investors' interests. The Tribunal noted that SEBI's disposal of the complaints was merely an eye wash and did not settle the issues raised.

4. Maintainability of the Appeal under Section 15T of the SEBI Act:
The respondents raised preliminary objections regarding the maintainability of the appeal, arguing that no formal order was passed by SEBI and that the appeal was premature. However, the Tribunal held that the computer-generated communication disposing of the complaints on the SCORES platform constituted an appealable order under Section 15T of the SEBI Act. The Tribunal distinguished the cited cases and concluded that the appellants, being aggrieved by the disposal of their complaints, had the right to file an appeal.

Judgment:
The Tribunal set aside SEBI's communication/order on the SCORES platform and allowed the appeal. It directed the appellants to file a consolidated representation/complaint before SEBI within four weeks, annexing the earlier complaints. SEBI was instructed to consider and decide the matter by a reasoned and speaking order within six weeks from the date of the presentation of the complaint. The Tribunal emphasized that SEBI should perform its duties diligently and safeguard the interests of investors. The parties were ordered to bear their own costs.

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