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NIRMA INDUSTRIES LTD. & ANR. vs. SECURITIES & EXCHANGE BOARD OF INDIA

SCR Citation: [2013] 3 S.C.R. 662
Year/Volume: 2013/ Volume 3
Date of Judgment: 09 May 2013
Petitioner: NIRMA INDUSTRIES LTD. & ANR.
Disposal Nature: Appeal Dismissed
Neutral Citation: 2013 INSC 332
Judgment Delivered by: Hon'ble Mr. Justice S.S. Nijjar
Respondent: SECURITIES & EXCHANGE BOARD OF INDIA
Case Type: CIVIL APPEAL /6082/2008
Order/Judgment: Judgment
1. Headnote

SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997: Regulation 27 read with Regulation 10 - Order of SEBI rejecting request of appellant for withdrawal of offer to acquire equity shares - Challenged for denial of oral hearing - Held: Not being given an opportunity of oral hearing cannot always be equated to a situation, where no opportunity is given to a party to submit an explanation at all - The entire material on which the appellants were relying was placed before SEBI and on its consideration the offer of the appellants was rejected - Therefore, it cannot be said that the appellants have been in any manner prejudiced by the non-grant of the opportunity of personal hearing - Further, neither the appellants nor their Merchant Bankers requested for a personal hearing - Administrative law - Natural justice - Personal hearing. Regulation 27(1)(b)(c) and (d) - Rejection of request for withdrawal of offer to acquire equity shares - Held: Rejection of request made by appellants for withdrawal from the public offer or exemption under Regulation 27(1)(d) cannot be said to be an order causing adverse civil consequences - Appellants had made an informed business decision - Normally, the public offer once made can only be withdrawn in exceptional circumstances as indicated  Regulation 27(1) (b), (c) and (d) - These sub-clauses are exceptions to the general rule and, therefore, have to be construed very strictly -Clauses (b) and fc) are within the same genus of impossibility - Clause (d) also being an exception to the general rule would have to be construed in terms of clauses (b) and (c) - Clause (d) would not permit SEBI to accept the offer of withdrawal when it has become uneconomical for the acquirer to perform the public offer - The meaning of terms "such circumstances" from the realm of impossibility cannot be stretched to the realm of economic undesirability - Therefore, it cannot be said that the principle of ejusdem generis is not applicable for interpreting Regulation 27(1) (d) - SEBI as well as the SAT have correctly concluded that withdrawal of the open offer in the given set of circumstances is neither in the interest of investors nor development of the securities market - Interpretation of statues - Ejusdem generis - Maxim 'noscitur a sociis'. Regulation 27(1) - Order of SEBI rejecting request for withdrawal - Plea of delay in passing the order - Held: The plea was not raised before SAT - It has been raised for the first time in the submissions made before Supreme Court - Since, it is a statutory appeal uls 15Z of the SEBI Act, the plea cannot be permitted to be raised - Even on merits, there was no delay on the part of SEBI in approving the draft letter of offer - Securities and Exchange Board of India Act, 1992 - s. 15Z - Delay/Laches.

2. Case referred
3. Act
  • Securities and Exchange Board of India Act, 1992 (15 of 1992)
4. Keyword
  • SEBI
  • Natural justice
  • Personal hearing
5. Equivalent citation
    Citation(s) 2013 (8) SCC 20 = 2013 (8) Suppl. SCC 20 = 2013 (7) JT 185 = 2013 (7) Suppl. JT 185 = 2013 (7) SCALE 261