3A Capital Services Limited And Others vs Bombay Stock Exchange Limited And Others

Tarun Agarwala, Presiding Officer

The present appeal has been filed against the communication of the Bombay Stock Exchange Limited (“BSE Limited†for convenience)

intimating the removal of the name of Respondent No. 3 company Indo Alusys Industries Limited from the Dissemination Board of BSE Limited.

There is a delay of 232 days in filing the appeal and accordingly an application has been filed for condoning the delay.

Having heard the learned counsel for the appellant, we find that an allegation has been made that the appellants are minority shareholders in the

Respondent No. 3 company jointly holding 3,34,640 shares in the said company. This company was a listed company with the Delhi Stock Exchange.

After the Delhi Stock Exchange ceased to operate as a Stock Exchange the said company was shifted to the Dissemination Board of Bombay Stock

Exchange. Securities and Exchange Board of India (“SEBI†for convenience) issued a Circular dated October 10, 2016 providing two options to

the companies lying on the Dissemination Board of the Bombay Stock Exchange and National Stock Exchange. Based on the Circular, the company

decided to provide an exit opportunity to the public shareholders of its company. Accordingly, a valuation of the shares was carried out independently

by SEBI Registered Merchant Banker based on which an exit offer was provided to the shareholders either to continue as a shareholder in the

company or avail the exit offer. This exit offer was made on May 28, 2018 based on which the impugned decision was communicated to the company

on September 07, 2018 allowing the company to exit from the Dissemination Board of Bombay Stock Exchange.

We find from the record that Appellant No. 1 had only 1800 shares in the company and did not protest at the stage when the exit offer was made

by the company to the shareholders on May 28, 2018. In fact Appellant No. 1 continued to remain as a shareholder and purchased 3.3 lakh shares

after the exiting the company on December 17, 2018. Further Appellant No. 2 did not hold any shares of the company and purchased shares after the

exit offer had closed and the company had exited from the Dissemination Board.

In the light of the aforesaid, we are of opinion that the appellants are not aggrieved persons and cannot be affected by the valuation done

independently by the Merchant Banker appointed by SEBI. After the exit option granted to the company has already been implemented, it is no longer

open to the appellants to contest that the valuation done by the Merchant Banker appointed by SEBI was incorrect. The plea that this Tribunal should

appoint a fresh Merchant Banker to value the shares is misconceived and cannot be accepted.

We find there is an inordinate delay in filing the appeal. The appeal lacks merit and is dismissed on both the counts.