TaxTMI 
TaxTMI 
2026 (8) TMI 654
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....TNAGAR, TECHNICAL MEMBER Mr. Abishek Venkatraman, Advocate with Mr. K C Jacob, Mr. Vishwajit Deb, Mr. Aarya Padhye, Advocates i/b. Economic Laws Practice for the Appellants. By Mr. Shiraz Rustomjee, Senior Advocate with Mr. Bhushan Shah, Mr. Akash Jain, Mr. Prateek Pai, Mr. Abhishek Nair, Ms. Sayali Kshirsagar, Advocates i/b Mansukhlal Hiralal & Co. for the Respondent No. 1 (SEBI). Mr. Saurabh Bachhawat, Advocate with Ms. Asma Khan Advocate, Advocate i/b. Corporate Pleaders for the Respondent Nos. 2 and 3 (Lakshdeep Investments & Finance Private Limited & Mackinon Enterprises Private Limited). Mr. Kunal Katariya, Advocate i/b Mr. Raj Dani, Advocate for the Intervention Application Nos. 1269 of 2025 and 81 of 2026. ORDER Pe....
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....eks. Rejoinder, if any, be filed within two weeks thereafter. 5. By interim order, the direction in paragraph No. 78 to pay the amount within three months shall stand extended till the next date of hearing. 6. Call on February 13, 2026." 4. Subsequently, the matter was adjourned from time to time. On 04.05.2026, an affidavit dated 29.04.2026 sworn by the appellant No.3 was filed stating inter alia that two companies, namely, M/s. Lakshdeep Investments & Finance Pvt. Ltd. and M/s. Mackinon Enterprises Pvt. Ltd. ('Lakshdeep and Mackinon' for short) had agreed to acquire the entire outstanding NCDs as part of the arrangement between the appellants and the said companies to facilitate consolidation of the debenture holdings....
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....n proportion to their holdings. A copy of the Deal Confirmation dated April 23, 2026 issued through the BSE New Debt Segment - Reporting, Settlement and Trading (NDS-RST) platform evidencing the transfer of 16,46,15,986 NCDs of Katalyst Software Services Limited from Karvy Capital Limited A/c Demeter Portfolio to Lakshdeep along with the corresponding sale consideration of INR 7,31,05,665/- is annexed hereto and marked as Annexure "1". A copy of the Deal Confirmation dated April 23, 2026 issued through the BSE New Debt Segment - Reporting, Settlement and Trading (NDS-RST) platform evidencing the transfer of 33,08,33,334 NCDs of Katalyst Software Services Limited from Karvy Capital Limited A/c Demeter Portfolio to Mackinon ....
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.... Senior Advocate for the SEBI submitted that at the time of admission, the appellants submitted before this Tribunal that they did not desire to press the appeal on merits. The NCDs have been declared void by the SEBI and could not have been transacted. The appellant company (Noticee No.1) was required to make the repayment. He adverted to a report by G S K A & Co., Chartered Accountants annexed to appellants' affidavit dated 21.11.2025 and submitted that the auditor's report gives an impression that the appellant company had resources to repay. He has made specific reference to the following paragraph in the auditor's report: "Based on the procedures performed by us as referred to in paragraph 7 above and according to the informat....
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....se, SEBI has permitted such a course. He adverted to paragraph No. 45 in Bengal Artisans Craft Company Ltd. & Ors. (2025 SCC OnLine SEBI-QJA 16), and submitted that the SEBI's officer who has passed the order in Bengal Artisans Craft Company Ltd. & Ors. and the order impugned in this appeal are one and the same. He submitted that the said officer has taken two divergent stands while deciding identical issues. He prayed that appellants may also be extended similar relief. 9. We have carefully considered rival contentions and perused the records. 10. The points which arise for our consideration are: (i) In the facts of this case, having taken a position that they were not pressing the appeal on merits, can the appellants deal w....
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....the considered view that initially, the appellants did accept SEBI's order. That means, the NCDs were rendered void and could not have been dealt with. Therefore, appellants' contention that the two companies, Lakshdeep and Mackinon had come forward to help the appellant company by purchasing the NCDs is contrary to law and impermissible. 14. So far as the order in Bengal Artisans Craft Company Ltd. & Ors. is concerned, Mr. Rustomjee submitted that the facts of this case are different. We may record that an order passed by an AO or WTM of SEBI cannot be cited as an authority before this Tribunal. Notwithstanding the same, consideration of order in Bengal Artisans Craft Company Ltd. & Ors. is not warranted in the light of the fact that ap....