BEFORE
THE SECURITIES APPELLATE TRIBUNAL
MUMBAI
APPEAL
NO.35/2000
In
the matter of:
Surya
Agroils Ltd
Appellant
Vs
Securities
and Exchange Board of India
Respondent
APPEARANCE
:
Shri.K
N Goyal
Chartered
Accountant
for Appellant
Shri
S V Krishna Mohan
Division
Chief, SEBI
Shri.
G Vijayakrishnan
Legal
Officer, SEBI
for Respondent
ORDER
Surya
Agroils Limited, the Appellant, is a public limited company engaged in
the business of extraction of oil, processing of soya seed, seed cakes,
etc. The Appellant had made a public-cum-rights issue of shares sometime
in March 1993. Total amount to be raised from the said share issue was
to the tune of Rs. 35.73 crores. Respondent received certain complaints
about irregularities in the said issue. In that context the Respondent
made an order on 15th May, 1996 directing an inspection / investigation
in the matter and also ordered inspection of books of accounts, records
and documents of the Appellant and certain other entities associated /
involved in the said share issue. The Appellant challenged the Respondent's
order in a Writ Petition before the Delhi High Court, vide CWP No. 1268
of 1997. On 10th August 1999, the said CWP was disposed of by
the High Court with the following observations:
"The
petitioners are aggrieved by the order dated 15th May, 1996
passed by the Securities and Exchange Board of India, wherein certain investigations
are ordered in exercise of powers conferred under sub-section (3) of section
4 of the Securities and Exchange Board of India Act, 1992. The petitioners
are only being asked to clarify certain facts and the order is in the nature
of an investigation of affairs of the Petitioner Company. The petitioners
shall be at liberty to raise all these please the respondents who will
decide the same after hearing the petitioners in accordance with law. The
present petition is, therefore, premature and is dismissed accordingly."
As directed
by the High Court of the Appellant filed its representation before the
Respondent, which was disposed of by the Respondent vide its order dated
10th November, 2000 interalia stating there in that:
"a public
limited company is duty bound to conduct its affairs in a transparent manner
and has obligations towards shareholders and society at large and must
cooperate with the enforcement agencies looking into violations of law
of land. In view of this, and for completion of inquiry expeditiously SAL
should render all the necessary help to the Investigating Officer of SEBI,
who is probing into the alleged irregularities in arranging subscription
in its public-cum-rights issue".
In the present
appeal, the Appellant has challenged the Respondent's order dated 15th
May, 1996 and 10th November, 2000 wherein it had asserted its
authority to investigate / inspect / call for information and collect the
requisite materials for the purpose of protecting the interests of investors.
The appeal was filed on 23.12.2000 and on the same day a copy was forwarded
to the Respondent. The Respondent filed its reply on 25.1.2001. Though
the appeal was posted for hearing on 23.2.2001 the same was adjourned to
20.3.2001 at the request of the Appellant. On 20.3.2001, Shri. K N Goyal,
Chartered Accountant appearing for the Appellant filed an affidavit signed
by the Appellant's Company Secretary, interalia stating therein that "the
company (the Appellant) has no hesitation in providing any assistance that
is required with regard to the matter under investigation". In the application
accompanying the Affidavit it has been clearly stated, amongst others,
that
"the Appellant has no objection whatsoever, in providing available information
and details to assist to any investigation that has been undertaken by
the Respondent."
In the
light of the submission made and undertaking given by the Appellant in
the Affidavit, effectively nothing remains on which at present an order
from the Tribunal is warranted.
The appeal
is disposed of accordingly.
(C.
ACHUTHAN)
PRESIDING
OFFICER
Place
: Mumbai
Date
: March 21, 2001
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