Renil Holiday Resorts (India) Ltd. vs Securities and Exchange Board of India

Prabha Sridevan, J.—Aggrieved by the order passed by the first respondent dated 24-6-1996 rejecting their appeal against the rejection of

stock exchanges of their application, the petitioner has filed this writ petition.

Learned counsel for the petitioner pointed out the following sentences in the impugned order, which, according to him, vitiates the entire

proceedings :

An opportunity of hearing was given to the stock exchanges and the company on May 24, 1996. Representatives of the company attended the

hearing and made submissions. However, the stock exchanges did not avail this opportunity of hearing. Their written submissions were received

subsequently.

According to the learned counsel, had an opportunity been given to them to read the written submissions, they would have been able to

substantiate their case better. By the authority receiving the written submissions, after the date of hearing, this valuable opportunity was lost and

therefore the impugned order must be quashed to enable the petitioner to substantiate their case effectively.

Learned counsel for the respondents, on the other hand, would submit that according to the Stock Exchange, Mumbai, the company is required

to submit necessary documents and approach the exchange for finalisation of the basis of allotment of shares on or before 60th day from the date

of closure of issue. Thereafter, the company is required to submit the documents for listing within a period of 70 days from the closure. Since the

petitioner company had not complied with this requirement in spite of repeated reminders, the listing application of the company was rejected.

According to the learned counsel there was no illegality in the order of rejection.

It is true that the denial of opportunity would vitiate any order that is quasi judicial in nature. In this case, the first respondent is the appellate

authority u/s 22 of the Securities Contracts (Regulation) Act, 1956. The order also shows that, admittedly, the petitioner had not submitted the

documents within the stipulated time. Therefore, even if the documents submitted by the stock exchanges were made available to them, there

would be no improvement in their case. It is not as if the denial of opportunity or non-adherence to the principles of natural justice would vitiate

orders in every case.

The first respondent noted that the rejection of the listing of application was on two grounds. One was that the Stock Exchange was not

consulted before finalising the basis as to the allotment and the documents were not furnished before the 70 days'' period, beyond which, stock

exchange cannot give the listing permission.

In fact, only Madras Stock Exchange, which is the second respondent herein, had rejected the application on these two grounds. The third

respondent, which is Mumbai Stock Exchange and the fourth respondent, which is Ahmedabad Stock Exchange have rejected the application only

because of the delay. In paragraph 5 of the impugned order, it is made clear that the petitioner company had admitted their lapse and their failure

to submit the documents within the 70 days'' period. They have given some reasons for the delay.

But, the fact remains that the company could not submit the documents in time. The authority constituted under the Act had noted that in spite of

the rejection letter from the second respondent and reminders of the Regional Exchange, documents were still required to be submitted and some

of the submitted documents were found to be defective and there was also no effort on the part of the petitioner to ensure that the issue gets listed

by the 70th day from the closure of issue. The authority was not willing to accept that sickness of one person would hamper the activities of the

company to the extent that the company is unable to file documents to have their application listed within time. In such circumstances, the authority

dismissed the appeal. Therefore, it is seen that even if the written submissions were made available to the petitioner, the explanation would have

been the same, since the issue on which rejection was made is due to the delay in filing the documents. Therefore, I do not think that the fact that

the written submissions are not made available to the petitioner would in any way vitiate the impugned order.

Hence, the writ petition is dismissed. No costs. If the petitioner has any right to make another application to the respondents, they may do so

and on receipt of the same, the respondents shall deal with it in accordance with law.