LISTING OF SECURITIES [****]33
[Conditions for listing
21. Where securities are listed on the application of any person in any recognised stock exchange, such person shall comply with the conditions of the listing agreement with that stock exchange.] 34 Right of appeal against refusal of stock exchanges to list securities of public companies 22. 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 public company or collective investment scheme,35 the company or scheme 36shall be entitled to be furnished with reasons for such refusal, any may,-
(b) where the stock exchange has omitted or failed to dispose of, within the time specified in sub-section (1) of section 73 of the Companies Act, 1956 (1 of 1956) (hereafter in this section referred to as the "specified time"), the application for permission for the shares or debentures to be dealt with on the stock exchange, within fifteen days from the date of expiry of the specified time or within such further period, not exceeding one month, as the Central Government may, on sufficient cause being shown, allow,
appeal to the Central Government against such refusal, omission or failure, as the case may be, and thereupon the Central Government may, after giving the Stock Exchange an opportunity of being heard,-
(i) vary or set aside the decision of the stock exchange; or
(ii) where the stock exchange has omitted or failed to dispose of the application within the specified time, grant or refuse the permission,and where the Central Government sets aside the decision of the recognised stock exchange or grants the permission, the stock exchange shall act in conformity with the orders of the Central Government.
Provided that no appeal shall be preferred against refusal, omission or failure, as the case may be, under this section on and after the commencement of the Securities Laws (Second Amendment) Act, 1999.37
22A. (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 public company, the company shall be entitled to be furnished with reasons for such refusal, and may, -
(3) The Securities Appellate Tribunal shall send a copy of every order made by it to the Board and parties to the appeal.
(4) The appeal filed before the Securities Appellate Tribunal under sub-section (1) shall be dealt with by it as expeditiously as possible and endeavour shall be made by it to dispose of the appeal finally within six months from the date of receipt of the appeal.38
Procedure and powers of Securities Appellate Tribunal
22B. (1) The Securities Appellate Tribunal shall not be guided by the principles of natural justice and, subject to the other provisions of this Act and of any rules, the Securities Appellate Tribunal shall have powers to regulate their own procedure including the places at which they shall have their sittings.
(2) The Securities Appellate Tribunal shall have for the purpose of discharging their functions under this Act, the same powers as are vested in a civil court under the Code of Civil Procedure, 1908, while trying a suit, in respect of the following matters, namely:-
Right to legal representations
22C. The appellant may either appear in person or authorise one or more chartered accountants or company secretaries or cost accountants or legal practitioners or any of its officers or present his or its case before the Securities Appellate Tribunal.
Explanation. - For the purposes of this section, -
22D. The provisions of the Limitation Act, 1963 shall as far as may be apply to an appeal made to a Securities Appellate Tribunal.41
Civil court not to have jurisdiction
22E. No civil court shall have jurisdiction to entertain any suit or proceeding in respect of any matter which a Securities Appellate Tribunal is empowered by or under this Act to determine and no injunction shall be granted by any court or other authority in respect of any action taken or to be taken in pursuance of any power conferred by or under this Act.42
Appeal to High Court
22F. Any person aggrieved by any decision or order of the Securities Appellate Tribunal may file an appeal to the High Court within sixty days from the date of communication of the decision or order of the Securities Appellate Tribunal on any question of fact or law arising out of such order;
Provided that the High Court may, if it is satisfied that the appellant
was prevented by sufficient cause from filing the appeal within the said
period, allow it to be filed within a further period not exceeding sixty
33"By public companies" omitted by Securities Laws (Second Amendment) Act, 1999 w.e.f. 16.12.1999
34 Substituted by the Securities Laws (Amendment) Act, 1995, w.e.f. 25-1-1995 for the following:
"21. Power to compel listing of securities by public companies- Notwithstanding anything contained in any other law for the time being in force, if the Securities and Exchange Board of India is of opinion, having regard to the nature of the securities issued by any public company as defined in the Companies Act, 1956 (1 of 1956), or to the dealings in them, that it is necessary or expedient in the interest of the trade or in the public interest so to do, it may require the company, after giving it an opportunity of being heard in the matter, to comply with such requirements as may be prescribed with respect to the listing of its securities on any recognised stock exchange."
35 Supra n. 3
37Inserted by Securities Laws (Second Amendment) Act, 1999 vide Gazette Notification dated December 16, 1999
38Inserted by Securities Laws (Second Amendment) Act, 1999 vide Gazette Notification dated December 16, 1999. Earlier provision read as under was omitted by the Depositories Act, 1996.
"22A. Free transferability and registration of transfers of listed securities of companies.-
(1) In this section, unless the context otherwise requires,-
(a) "company" means a company whose securities are listed on a recognised stock exchange;(2) Subject to the provisions of this section, securities of companies shall be freely transferable.
(3) Notwithstanding anything contained in its articles
or in section 82 or section 111 of the Companies Act, 1956 (1 of 1956),
but subject to the other provisions of this section, a company may refuse
to register the transfer of any of its securities in the name of the transferee
on any one or more the following grounds and on no other ground, namely:
(a) that the instrument of transfer is not proper or has not been duly stamped and executed or that the certificate relating to the security has not been delivered to the company or that any other requirement under the law relating to registration of such transfer has not been complied with;(4) A company shall, before the expiry of two months from the date on which the instrument of transfer of any of its securities is lodged with it for the purposes of registration of such transfer, not only form, in good faith, its opinion as to whether such registration ought not or ought to be refused on any of the grounds mentioned in sub-section (3) but also-
(6) On receipt of a reference under sub-section (4), the Company Law Board shall, after causing reasonable notice to be given to the company and also to the transferor and the transferee concerned and giving them a reasonable opportunity to make their representations, if any, in writing by order, direct either that the transfer shall be registered by the company or that it need not be registered by it.
(7) Where on a reference under sub-section (4), the
Company Law Board directs that the transfer of the securities to which
(a) shall be registered by the company, the company shall give effect to the direction within ten days of the receipt of the order as if it were an order made on appeal by the Company Law Board in exercise of the powers under section 111 of the Companies Act, 1956 (1 of 1956);(8) It default is made in complying with the provisions of this section, the company and every officer of the company who is in default shall be punishable with fine which may extend to five thousand rupees.
(9) If in any reference made under clause (c) of sub- section (4) of this section, any person makes any statement-
(b) which omits any material fact knowing it to be material, he shall be punishable with imprisonment for a term which may extend to three years and shall also be liable to fine.
39Inserted by Securities Laws (Second Amendment ) Act, 1999 vide Gazette Notification dated December 16, 1999