Comfort Intech Ltd vs Securities And Exchange Board Of India

Tarun Agarwala, Presiding Officer

The learned Chartered Accountant appearing for the appellant states that the Company is not a necessary party in the present proceedings.

The present appeal has been filed against the order dated 2nd February, 2021 passed by the Whole Time Member (‘WTM’ for short)

discharging the noticees for any violation of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011. The facts in brief are that an investigation was conducted in the scrip of Ravi Kumar Distilleries Ltd. (hereinafter referred to as

‘RKDL/Company) with regard to the possible violation of the provisions relating to making an open offer under the SAST Regulations, 2011 in

respect of acquisition of equity shares in the Company by the promoters and persons acting in concert. Based on this investigation, a show cause

notice dated 31st January, 2019 was issued against 11 noticees. The WTM after considering the matter by the impugned order has discharged the said

noticees.

The appellant is a shareholder of RKDL, i.e., the Company and has filed the present appeal contending that the order is incorrect and that the

promoters and persons acting in concert had made indirect acquisition which was in violation of the SAST Regulations and, therefore, the WTM ought

to have passed an order directing these entities to make a public offer so that an exit opportunity could have been given to the appellant and other

shareholders of the Company.

At the outset, we asked Shri Ashok Bansal, Chartered Accountant appearing for the appellant that the appeal cannot proceed in the absence of

other noticees as they are necessary parties. Shri Ashok Bansal insisted that only SEBI is a necessary party and that other noticees are not necessary

party.

In the light of the aforesaid, after hearing Shri Bansal we are of the opinion that the appeal is not maintainable in the absence of non impleadment of

necessary parties. Any order that may be passed by us modifying the impugned order would be in violation of the principles of natural justice in so far

as the other noticees are concerned. Consequently, the appeal is not maintainable for non joinder of necessary parties and is dismissed as such without

any order as to costs.

The present matter was heard through video conference due to Covid-19 pandemic. At this stage it is not possible to sign a copy of this order nor a

certified copy of this order could be issued by the Registry. In these circumstances, this order will be digitally signed by the Private Secretary on

behalf of the bench and all concerned parties are directed to act on the digitally signed copy of this order. Parties will act on production of a digitally

signed copy sent by fax and/or email.