TaxTMI 
TaxTMI 
2012 (4) TMI 753
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....ard looked into the complaints and, vide letter dated June 20, 2008, informed the appellant that respondent 2 had not committed violation of any of the provisions of the regulations under the Securities and Exchange Board of India Act, 1992 (the Act). The said communication reads as under :- Sub:- Your complaint in the matter of public offer for acquisition of 20.12% of equity share capital of DCM Shriram Industries Limited (DSIL) by HB Stockholdings Limited (acquirer) & Mr. H.C. Bhasin (PAC) in terms of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 (Regulations). This has reference to your letters dt 02/01/2008, 04/01/2008, 15/02/2008, 04/04/2008 & 11/04/2008 in the captioned matter. In this regard, we advise that your complaints have been examined in light of provisions of the Regulations & SEBI Act and no violation of the provisions of the Regulations or the SEBI Act, by the Target Company, DSIL, has been noticed. Aggrieved by the said response, the appellant preferred appeal before this Tribunal (Appeal No. 96 of 2008) which was disposed of on July 1, 2009 as under :- Arguments in this case had been partly he....
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.... not maintainable. It was submitted by him that every decision by the Board cannot be a subject matter of appeal. The Board receives hundreds of complaints every day which are investigated by it and action taken wherever violation of regulatory framework is noticed. The orders issued or decisions taken while disposing of such complaints and not affecting rights of the parties are not appealable under Section 15T of the Act. In support of his submission, learned counsel for the Board relied on the following decisions :- 1. Northern Projects Limited vs. Adjudicating Officer (Appeal no. 55 of 2011 decided on 29.8.2011). (SAT) 2. B.P. Kanani vs. SEBI (Appeal no. 6 of 2000 decided on 31.8.2000). (SAT) 3. Jassbhai Motibhai Desai vs. Roshan Kumar AIR 1976 SC 578. 4. Adi Pherozshah Gandhi vs. H.M. Seervai (1970) 2 SCC 484. 5. Harinarayan G. Bajaj vs. SAT (2003) 42 SCL 548 Bom. (HC) 3. Mr. P.N. Modi, learned counsel for respondent 2 supported the stand taken by the respondent Board and also relied on the decision of this Tribunal in the case of BPL Limited vs. SEBI (Appeal no. 14 of 2001 decided on June 20, 2002). It was submitted by him that ....
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....nce on the order passed by this Tribunal in the case of Gammon India Limited (Appeal no. 32 of 2007 decided on June 20, 2008) where on a complaint by a shareholder, the Board took action against the company and this Tribunal entertained the appeal filed by the company on the decision taken by the Board on the basis of the complaint of the shareholders. Learned senior counsel for the appellant also distinguished the cases cited by the learned counsel for the respondents. 5. After hearing learned counsel for the parties, we consider it necessary to deal with the issue of maintainability of the appeal before we go into the merits of the case. We have considered the rival submissions and have also looked at the orders/decisions cited by counsel on both sides. The relevant part of Section 15T of the Act reads as under:- T. Appeal to the Securities Appellate Tribunal. - (1) Save as provided in sub-section (2), any person aggrieved,- (a) by an order of the Board made, on and after the commencement of the Securities Laws (Second Amendment) Act, 1999, under this Act, or the rules or regulations made thereunder, or (b) by an order made by an adjudicating officer....
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....ase of Bharat Jayantilal Patel vs. SEBI (Appeal no. 126 of 2010 decided on September 15, 2010) has categorically held that the words "an order" appearing in Section 15T are comprehensive enough to include every order or decision taken by the Board which adversely affect the rights of the parties (emphasis supplied). It has been categorically stated in the said order that procedural orders which do not affect the substantive rights of the parties are not appealable. Similarly, in case of Gammon India Limited the appeal was preferred not by the complainant but by the company against whom action was initiated by the Board on the basis of complaint. 6. Let us have a look at the background in which the impugned order was passed by the Board. The appellant made certain complaints to the Board against respondent 2, its promoters and the promoter group in respect of allotment of warrants by the company to certain entities, who, according to the appellant, were the promoters/promoter group of the company or persons acting in concert with them and the subsequent allotment of shares to them against the share warrants so issued. The Board passed a detailed order examining all the allegation....