TaxTMI 
TaxTMI 
2025 (1) TMI 15
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....s. Vidisha Rohira and Mr. Yash Sutaria, Advocates i/b. K Ashar & Co. for the Respondent Mr. Akshay Petkar, Advocate with Mr. Harsh Kesharia, Mr. Aniket Malu, Mr. Pranav Shah and Mr. Aditya Nair, Advocates i/b Harsh Kesharia for Intervener ORDER Per : Justice P. S. Dinesh Kumar , Presiding Officer This appeal is directed against order dated April 29, 2024 passed by the SEBI issuing following interim directions:- a) LIL shall test the materiality of future RPTs as per the threshold provided under Regulation 23(1) of the LODR Regulations on the basis of the aggregate value of the transactions entered into with any related party in a financial year, irrespective of the number of transactions or contracts involved. b) In the event the ....
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....s, 2015;that the business allocation between the Appellant and its related party is vitiated since a valuation exercise was not carried out before the grant of sanction for such allocation; that the business allocation between the Appellant and its related party is a transfer of assets; that there is no imminent threat to securities market warranting issue of such directions against the appellant and the same is in violation of the principles of natural justice, without providing an opportunity of hearing prior to issuance of directions; and that the directions are in the nature of a final order, and caused severe prejudice to the appellant. that the onus of justifying such orders on grounds of urgency and necessity to take immediate ....
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....licant also argued on similar lines as SEBI stating that in securities regulation, investor protection and market integrity take precedence over the timing of regulatory actions, with SEBI's interim orders focusing on preventing harm and ensuring fairness despite procedural delays. 7. Though listed for admission, having heard the learned advocates fully, we have taken up the matter for final disposal. In the light of the pleadings on record and the submissions of the learned Advocates, the point that arises for our consideration is whether the impugned order calls for any interference? 8. In their pleadings, appellant has averred thus : - That the Appellant, Linde India Limited (formerly BOC India Ltd), is a public limited company liste....
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....ng that it was in receipt of representations from investors of the Appellant regarding their 'outstanding commitment' in terms of the Appellant's disclosure dated March 04, 2019; That on January 06, 2022, pursuant to the receipt of certain complaints against the Appellant, NSE forwarded certain extracts of the said complaints to the Appellant and called upon the appellant to respond and the appellant has responded; That the complaints alleged that instead of merging Linde India and Praxair, the two entities set up a joint venture structure in India. Pursuant to such integration, the Appellant had sought shareholder approval for the related party transactions to be entered with Praxair which was rejected by the shareholders....
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....pon by the SEBI, in paragraph No. 58 of the impugned order, appellant shall submit their reply and seek an opportunity of personal hearing. Learned Senior Advocate argued that appellant has been fully cooperating with the SEBI and in view of continuous exchange of correspondence, pending consideration of appellant's reply, there was no imminent hurry in passing the impugned order. 13. Shri Kapadia, Senior Advocate for the respondent submitted that if the reply is filed, SEBI shall consider the same and pass appropriate order within 30 days on conclusion of hearing. 14. In the light of the facts recorded hereinabove, we are of the opinion that prima facie, is indubitable that appellant and SEBI were in exchange of correspondence since 2020....