TaxTMI 
TaxTMI 
2019 (3) TMI 884
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....tform of the respondent. The respondent BSE Limited by the impugned order dated 26.06.2018 issued an order compulsorily delisting the securities of the appellant company. The appellant being aggrieved by the computation of the fair value of the shares at Rs. 9.07 per equity share has filed the appeal under Section 23L of the Securities Contracts (Regulation) Act, 1956 (hereinafter referred to as "SCRA"). 2. There is a delay of 73 days in filing the appeal. An explanation has been given by the appellant in the application for condonation of delay giving reasons for not filing the appeal within the stipulated period. The application for condonation of delay has been vehemently opposed by the learned counsel for the respondent contending that the appeal was required to be filed under Section 21A of the SCRA and not under Section 23L. It was further contended, that the period for filing the appeal cannot be extended by the Tribunal under Section 21A and, therefore, the appeal is not maintainable and is required to be dismissed. It was further urged, that when a specific provision has been provided for filing an appeal under Section 21A of the SCRA, the said provision being specific ....
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....d by the learned counsel for the respondent it would be essential to peruse the provisions of the SCRA. 7. Section 21A provides for delisting of securities. For facility, the said provision is extracted hereunder: "Delisting of securities. 21A (1) A recognised stock exchange may delist the securities, after recording the reasons therefor, from any recognised stock exchange on any of the ground or grounds as may be prescribed under this Act: Provided that the securities of a company shall not be delisted unless the company concerned has been given a reasonable opportunity of being heard. (2) A listed company or an aggrieved investor may file an appeal before the Securities Appellate Tribunal against the decision of the recognised stock exchange delisting the securities within fifteen days from the date of the decision of the recognised stock exchange delisting the securities and the provisions of sections 22B to 22E of this Act, shall apply, as far as may be, to such appeals: Provided that the Securities Appellate Tribunal may, if it is satisfied that the company was prevented by sufficient cause from filing the appeal within the said ....
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.... Section 421(3) makes it clear that the proviso provides a period of limitation different from that provided in the Limitation Act, and also provides a further period not exceeding 45 days only if it is satisfied that the appellant was prevented by sufficient cause from filing the appeal within that period. Section 433 obviously cannot come to the aid of the appellant because the provisions of the Limitation Act only apply "as far as may be". In a case like the present, where there is a special provision contained in Section 421(3) proviso, Section 5 of the Limitation Act obviously cannot apply." 10. Section 23L provides a provision for an aggrieved person to file an appeal to the Securities Appellate Tribunal. For facility, the said provision is extracted hereinunder:- "Appeal to Securities Appellate Tribunal. 23L. (1) Any person aggrieved, by the order or decision of the recognized stock exchange or the adjudicating officer or any order made by the Securities and Exchange Board of India under 4B [or sub-section (3) of section 23-I], may prefer an appeal before the Securities Appellate Tribunal and the provisions of sections 22B, 22C, 22D and 22E of this Act, ....
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....al to Securities Appellate Tribunal) Rules, 2000 (hereinafter referred to as the Rules of 2000) which have been framed in exercise of the powers conferred by Section 30 read with Section 22A of the SCRA, 1956. Rule 2(b) of the Rules of 2000 defines "appeal" as under:- "2(b) "appeal" means an appeal filed under section 21A or section 22A or section 23L of the Securities Contracts (Regulation) Act, 1956 or under sub-rule (5) of rule 19 or sub rule (5) of rule 20 of the Securities Contracts (Regulation) Rules, 1957;]" Rule 3 provides the period of limitation for filing an appeal. For facility, the said provision is extracted hereunder:- "Limitation for filing appeal. 3 [(1)] Where a recognised stock exchange acting in pursuance of any power given to it by its bye-laws, refuses to list the securities of any company, the company shall be entitled to be furnished with reasons for such refusal and may,- (a) within 15 days from the date on which the reasons for such refusal are furnished to it, or (b) where the stock exchange had omitted or failed to dispose of, within the time specified in sub-section (1A) of section 73 of the Companies Act,....
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....our view, this principle of a specific remedy would exclude the general remedy would not be applicable in the instant case. This sound principle of jurisprudence, namely, that a special provision on a matter excludes the matter of a general provision on that matter cannot be applied in a situation when there are two provisions dealing with remedies in filing an appeal. When there is a plurality of remedies, the principle of specific provision excluding the general provision by necessary implication will not be applicable. In the instant case, there is no conflict between the two provisions namely Section 21A and Section 23L. Even if the two remedies happen to be inconsistent, they continue for the person concerned to choose from, until he elects one of them. In this regard, the doctrine of election will come into play and the aggrieved person has the remedy either to file an appeal under Section 21A or under Section 23L. 13. In Bihar State Co-operative Marketing Union Ltd., Vs. Uma Shankar Sharan and Anr. AIR 1993 SC 1222 the question which was considered was whether a matter, if it comes within the scope of Section 40 of the Bihar and Orissa Co-operative Societies Act, 1935 has....
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....things derogate from general things i.e. to say if a special provision is made on a certain matter, that matter is excluded from the general provision. 15. There is another aspect. Securities and Exchange Board of India (Delisting of Equity Shares) Regulation, 2009 (hereinafter referred to as the Regulation of 2009) have been framed in exercise of the powers conferred by Section 31 read with Section 21A of SCRA. Under Chapter V, Regulation 22 provides compulsorily delisting of the equity shares of a company by a recognized stock exchange. Regulation 23 provides that after the equity shares of a company are delisted, the stock exchange shall appoint an independent valuer for determining the fair value of the delisted equity shares. The promoter of the company, if aggrieved by the determination of the fair value can only file an appeal under Section 23L and not under Section 21A of SCRA. In the instant case, a composite order under Regulation 22 and 23 of the Regulation of 2009 has been passed by the stock exchange. Thus, an appeal determining the fair value can be challenged in an appeal filed under Section 23L of the SCRA. 16. In the light of the aforesaid, when two provision....