Securities And Exchange Board Of India vs Assam Company India Ltd And 3 Ors

Ajai Lamba, CJ

This writ appeal has been carried in challenge to decision dated 7th March, 2019 rendered by Writ Petition (C) No.2572 of 2018, titled â€" Assam

Company India Limited and another Vs. Union of India and others.

By virtue of the decision rendered by the Writ Court, order dated 9th June, 2017 in respect of Assam Company India Limited was quashed.

By virtue of order dated 9th June, 2017, Ministry of Corporate Affairs, New Delhi, addressed a letter to the Chairman, Securities Exchange Board of

India (SEBI) to say that as per communication dated 23rd May, 2017, received from SFIO, New Delhi, listed shell companies be proceeded against

under the SEBI Laws and Regulations.

The document accompanying communication dated 9th June, 2017 includes Assam Company India Limited as one of the Companies in whose context

it was said that it is a shell company, and, accordingly, action be initiated.

We need not go into the nitty gritties of the facts and circumstances in view of the changed scenario.

Shri Ajay Gaggar, learned counsel for Respondent No.1 i.e. the Assam Company India Limited states that there is no cause to adjudicate this

appeal insomuch as action of SEBI in declaring Assam Company India Limited as shell company has gone into oblivion insomuch as vide order dated

29th August, 2019 rendered by National Company Law Appellate Tribunal, New Delhi in Company Appeal No.(AT)(Insolvency) No.629 of 2018,

SEBI â€"Vs. Assam Company India Limited, it has been noticed that the adjudicating authority approved the “Resolution Planâ€. The approval of

the “Resolution Plan†dated 20th September, 2018 was challenged by SEBI. As per Resolution Plan, equity shares of Assam Company Limited

stand been delisted from the Stock Exchanges concerned.

The stand taken before the NCLAT was to the effect that Assam Company Limited cannot be treated as shell company because it has been taken

over by the VRS Ventures Investment Limited (Respondent No.4) before the NCLAT, New Delhi pursuant to the Resolution Plan. Learned counsel

for Respondent No.1 has pointed out that the Resolution Plan dated 20th September, 2018 was approved, which was passed by National Company

Law Tribunal, Guwahati Bench.

It has been pleaded on behalf of Respondent No.1 that order passed by the adjudicating authority or NCLT or NCLAT will not come in the way of

SEBI or any competent authority to take steps against the erstwhile promoters, directors or officers of the erstwhile Assam Company India Limited, if

any or all of them has violated any of the laws including the SEBI Act or Rules framed thereunder. Learned counsel for Respondent No.1 has stated

on behalf of his client that in the process of investigation against the erstwhile promoters, directors and officers of the Company, all assistance would

be rendered by Respondent No.1 by reference to the record or imparting information in relation to the record available with them.

It has been pleaded on behalf of Respondent No.1 that Assam Company India Limited is a juristic person and cannot be proceed against in its present

form because “Resolution Plan†has been approved. However, a juristic person performs functions through promoters, directors and officers. The

erstwhile Directors of the said company might have committed offences and the present establishment of the Assam Company India Limited would

provide assistance in the investigation process.

In view of the above, learned counsel for Respondent No.1 contends that they would have no objection to the ongoing investigation and enquiry by

SEBI against the erstwhile Assam India Limited through its Promoters, Directors and Officers of the Company who managed the affairs before

approval of the “Resolution Planâ€​ dated 20.09.2018.

Learned counsel for Respondent No.1 has shown apprehension that the offices of the SEBI are primarily located in Mumbai and, therefore, present

establishment is likely to be harassed. It has been pointed out that all the documents have already been handed over to the SEBI.

We have considered the concern projected on behalf of Respondent No.1. We are certain that SEBI, the appellant, is a responsible investigating

agency and without cause shall not cause any harassment.

In view of the above, we find no cause to adjudicate.

Disposed of.