BEFORE THE SECURITIES APPELLATE TRIBUNAL
MUMBAI
Date of Decision : 27.08.2019
Misc. Application No. 366 of 2018
And
Appeal No. 410 of 2018
1. Bhilai Engineering Corporation Ltd.
31, Maker Chambers III, 3rd Floor,
Nariman Point, Mumbai – 400021.
2. Mr. Surendra Jain
B-5, Maharani Bagh,
New Delhi – 110014.
3. Mr. Arvind Kumar Jain
43, Nehru Nagar, Bhilai,
Dist. Durg, (C.G.) – 490020.
4. Mr. Veenu Jain
63, NCPA, Dorabji Tata Road,
Nariman Point, Mumbai – 400021.
5. Mr. Ashish Jain,
43, Nehru Nagar, Bhilai,
Dist. Durg, (C.G.) – 490020.
6. Mrs. Krishna Jain
14, Link Road, Jungpura Extension,
New Delhi – 110014.
7. Miss Geetika Jain
B-5, Maharani Bagh,
New Delhi – 110014.
Versus
1. Securities & Exchange Board of India
SEBI Bhavan, Plot No. C-4A, G Block,
….. Appellants
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Bandra Kurla Complex, Bandra (East),
Mumbai – 400 051.
2. BSE Ltd.
Floor 25, P. J. Towers,
Dalal Street, Mumbai – 400 001.

… Respondents
Mr. Ravishekhar Pandey, Advocate i/b Vis Legis Law Practice for
the Appellants.
Mr. Anubhav Ghosh, Advocate with Ms. Rashi Dalmia, Advocate i/b
The Law Point for the Respondent No. 1.
Mr. Sagar Divekar, Advocate with Mr. Pratik Ingle, Advocate for the
Respondent No. 2.

CORAM : Justice Tarun Agarwala, Presiding Officer
Justice M. T. Joshi, Judicial Member
Per : Justice Tarun Agarwala, Presiding Officer (Oral)
1.

For non compliance of Rule 19A of the Securities Contracts
(Regulation) Rules, 1957, namely, non compliance of MPS
requirements, an ex-parte interim order dated June 4, 2013 was
passed restraining the appellants from trading in the securities
market. Subsequently, a confirmatory order dated December 29,
2015 was passed, against which the appellants have filed the present
appeal.

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2.

By an order dated March 25, 2019, we permitted the appellants
to make an appropriate application before Securities and Exchange
Board of India (hereinafter referred to as, ‘SEBI’) under Regulation
25A of the Securities and Exchange Board of India (Delisting of
Equity Shares) Regulations, 2009. Pursuant to the said directions, an
application was filed by the appellants based on which, SEBI has
passed an order dated August 19, 2019. A copy of such order has
been placed before us which is taken on record. By this order dated
August 19, 2019 SEBI has issued the following directions :-
“13. In view of the above, in the interest of investors in
the securities market and in compliance with the
direction of the Hon’ble SAT in the instant matter
issued vide order dated March 25, 2019, I, in
exercise of powers under Section 11(1) and 11B of
the SEBI Act, 1992 and Regulation 25A of the
Delisting Regulations, and in supersession of para
10 of the Confirmatory Order, hereby issue the
following directions:
(a) For the purpose of the proposed delisting of
equity shares, the company shall be exempt from
compliance with the MPS norms and the
requirement to maintain promoter / promoter
group shareholding in dematerialized form.
However, the company shall ensure completion
of all the pending compliances with the BSE, as
mentioned in the Table under para 9 above.
(b) For the purpose of delisting under the special
provisions applicable to small companies, as
provided under Regulation 27 of the Delisting
Regulations, the company shall be exempt from
meeting the eligibility conditions stipulated
under Regulation 27(1)(a) of the Delisting
Regulations, to the extent they pertain to net-
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worth, and that stipulated under Regulation
27(1)(c) of the Delisting Regulations.
(c)
The company shall complete the delisting
process by March 31, 2020 and shall report the
outcome within one (1) month’s period from the
date of completion of the delisting process.

(d) The direction issued in paragraph 17(b) of the
Interim Order stands modified / relaxed to the
extent that it shall not hinder the already
commenced voluntary delisting process initiated
by the company and that its promoters and
directors shall be permitted to buy the equity
shares from the company’s existing public
shareholders as part of the delisting offer.
(e) The direction contained in 17(b) of the Interim
Order shall be re-imposed / revived immediately
(without the need for passing of a separate
order) in case the delisting process of the
company is not successful within the period
directed in sub-paragraph (c) above.
(f) Upon the company getting delisted in accordance
with this order, the directions contained in para
17 of the Interim Order shall stand vacated
automatically without any further order.
(g) The company shall ensure compliance with the
requirement of Regulation 27(3) of the Delisting
Regulations and shall obtain fresh consent of the
public shareholders for delisting proposal and
carry out fresh valuation exercise for calculation
of the exit price, as may be required to ensure
eligibility for following the special provisions
applicable to small companies, as provided
under Regulation 27 of the Delisting Regulations.
(h) In case the proposed delisting is successful, the
promoters / promoter group shall continue to
accept shares tendered by any remaining public
shareholder holding such equity shares, for a
minimum period of one year from the date of the
delisting, at the same price at which the shares
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were earlier accepted from
shareholders while delisting.”
3.

other
public
In view of the aforesaid, the present appeal has become
infructuous and is dismissed as such.

Sd/Justice Tarun Agarwala
Presiding Officer
Sd/Justice M. T. Joshi
Judicial Member
27.08.2019
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