TaxTMI 
TaxTMI 
2018 (12) TMI 1685
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....entially, aggrieved by the removal of BNL from the Dissemination Board of BSE. 3. All the above petitions raise similar issues and the prayers made are similarly worded. The prayers made in W.P. (C) No. 9846/2017 are set out below:- (i) Issue Writ of Mandamus and/or Certiorari or any other appropriate Writ for quashing and/or setting aside the clarification document dated 06.04.2017 issued by Respondent No. 1; (ii) pass order declaring the removal of Respondent No. 2 from the Dissemination Board of BSE as illegal and void; (iii) pass an order directing the Respondent No.l to remove the listing of Respondent no. 2 from CSE as the same was not in accordance to exit circular; iv. pass an order directing the Respondent No. 1 to bring back the Respondent No. 2 in Dissemination Board: pass an order directing the Respondent No. 1 to ensure Respondent No. 2 and/or direct Respondent No. 2to either list itself on stock exchange bearing Nationwide Trading Terminal or to provide exit route to the Petitioner as per the circulars issued by Respondent no. 1; vi. pass orders directing Respondent No. 1 and Respondent No. 2 to follow the guidelines/directions in the circulars and ex....
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.... at least one of the stock exchanges with nationwide trading terminals providing the Dissemination Board. The exiting stock exchange shall pay a one-time fee for the arrangement as may be decided in the agreement. The fee may be based on number of companies moving on to the dissemination board, number of public shareholders in those companies, their paid up capital etc. ii. Exchanges having nationwide trading terminal will not have listing agreement with these companies. However, information received from such companies will be disseminated. iii. The buyers/ sellers will be required to register with broker of the exchange where the dissemination board is set up. iv. No contract note is required to be issued for such transactions. v. The matched trades will not be settled through the stock exchange/Clearing Corporation mechanism and hence, there will be no recourse to the Settlement/ Trade Guarantee Fund and Investor Protection Fund of the Exchange for the trades on Dissemination Board vi. The exiting Stock Exchange as well as exchange providing dissemination board will give wide publicity about the dissemination board in one leading national daily and one local daily....
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....ck exchanges that are not traceable or where the data available is more than three years old, the process of inclusion in list of companies identified, as 'Vanishing' (maintained by Ministry of Corporate Affairs) may be initiated by the respective stock exchanges. v. As per the 'Exit Circular' the exclusively listed companies, which fail to obtain listing on any other stock exchange, which do not voluntary delist or which are not considered as 'Vanishing companies', will cease to be listed company and will be moved to the dissemination board by the existing stock exchange. It shall be the responsibility of the exchanges which are being derecognized either on voluntary or compulsory basis, to place their exclusively listed companies on the dissemination board. These exchanges shall ensure that the database of the exclusively listed company is transferred to SEBI and to those stock exchanges on whose dissemination board, the shares of these companies are available." 9. On 10.10.2016, SEBI issued another Circular, inter alia, providing two options to the companies that were placed on Dissemination Board: the said companies could either raise capital to lis....
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....urther ensure that the promoters have made adequate efforts in terms of the above provisions for providing exit to their shareholders before removing ELCs from the DB. ii. The designated stock exchange shall display the list of companies willing to provide exit to their investors on their website on a monthly basis." 10. The principal controversy raised in the present petition relates to compliance with the aforesaid Circular dated 22.05.2014 and 10.10.2016. 11. The relevant facts necessary to appreciate the controversy are briefly stated as under: 11.1 DSE was derecognised on 19.11.2014 and on 13.07.2015, DSE sent BNL on the Dissemination Board of BSE. 11.2 In the meanwhile, on 19.02.2015, BNL was listed on the Calcutta Stock Exchange (CSE). It is stated that BNL sent several communications stating that it was not required to be placed on the Dissemination Board of BSE as it was listed on a recognized exchange, namely, CSE. 11.3 On 15.03.2017, BNL was removed by BSE from its Dissemination Board on account of company listed on CSE. 12. The petitioners claim that in terms of a Circular dated 10.10.2016 BNL could either raise capital for listing on a Nation-wide Stock ....
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....) to immediately ensure: (a) Transfer of all the 63 companies (including Bharat Nidhi Ltd. - Respondent no. 2) which have got itself listed on CSE from the date it became nonoperational till date, to the Dissemination Board of BSE/NSE and refrain from listing any company till the matter of compulsory exit is sub-judice. (b) Transfer of listing fees if any, received from all those 63 companies into the Investor Protection Fund (IPF) of CSE. (c) Submit a compliance report in this regard within 15 days. 2. Pursuant to Respondent No. 1 - SEBl letter dated January 12, 2018, CSE vide its reply dated February 19, 2018 had submitted a detailed response in the matter to Respondent No. 1 - SEBl and sought certain clarifications. The same was examined by Respondent No. 1 - SEBl. 3. Thereafter the Respondent No. 1 - SEBl vide letter dated April 18, 2018, has directed CSE to immediately ensure inter-alia: (a) Transfer of all the 63 companies (including Bharat Nidhi Ltd. - Respondent no. 2) which have got listed oh CSE from the date it became nonoperational till date to the Dissemination Board of BSE/NSE. Further, CSE is advised to submit a compliance report it this regard w....