Appeal No. 219 of 2012. Case: 1. Victor Fernandes, Mumbai, 2. Sangeeta Fernandes, Mumbai Vs 1. National Stock Exchange of India Limited, Mumbai, 2. ICICI Securities Limited, Mumbai, 3. RBS Equities (India) Limited, Mumbai, 4. Network18 Media & Investments Limited, New Delhi, 5. TV18 Broadcast Limited, New Delhi, 6. Mr Raghav Bahl, Uttar Pradesh, 7. Mr Manoj Mohanka, West Bengal, 8. Mr Hari Bhartia, 9. Securities and Exchange Board of India, Mumbai, 10. BSE Limited, Mumbai, 11. Board of Directors, Network 18 Media & Investments Limited, New Delhi, 12. Independent Media Trust c/o Digital Content Private Limited, Lower Parel, Mumbai, 13. Digital Content Private Limited, Lower Parel, Mumbai, 14. RRB Mediasoft Private Limited, New Delhi, 15. RB Mediasoft Private Limited, New Delhi, 16. RB Media Holdings Private Limited, New Delhi, 17. Watermark Infratech Private Limited, New Delhi, 18. Colourful Media Private Limited, New Delhi, 19. Adventure Marketing Private Limited, New Delhi, 20. Reliance Industries Limited, Mumbai, 21. Board of .... Securities and Exchange Board of India

Case NumberAppeal No. 219 of 2012
CounselFor the Appellant: Mr. Victor Fernandes with Ms. Sangeeta Fernandes and For the Respondent: Mr. Sachin Chandrana, Advocate for Respondent no. 1. Mr. Joby Mathew, Advocate for Respondent no. 2. Mr. Sooli Cooper, Senior Advocate with Ms. Shruti Rajan, Ms. Savyasachi Sahai, Advocates for Respondent no. 3. Mr. Somasekhar Sundaresan, Advocate with ...
JudgesP. K. Malhotra, Member & Presiding Officer (Offg.)
IssueSecurities Contracts (Regulation) Act, 1956 - Section 23L
Judgement DateFebruary 08, 2013
CourtSecurities and Exchange Board of India


P. K. Malhotra

  1. This matter is listed for admission today. Counsel for the parties agreed that the matter can be taken up for orders on maintainability of this appeal. With the consent of the appellants and counsel for the respondents, the appeal is taken up for hearing on the issue of maintainability.

  2. The appellants are investors and shareholders of Network 18 Media and Investments Limited. They are aggrieved by the decision of the National Stock Exchange of India Ltd. (NSE), in granting listing and trading approval of the equity shares issued by respondent no. 4 pursuant to its rights issue which closed for subscription on October 4, 2012. The grievance of the appellants is that they had made multiple representations to various entities entrusted with the responsibility of protecting interest of shareholders and investors, complaining about violation of various rules and regulations by respondents no. 4 and 5 relating to the said rights issue. However, the concerned entities have failed to take action necessary to protect the interest of investors. This is what the appellants contend in para 4(ao) of the appeal:-

    "4(ao). Since February 2012, VF has written a total of thirty five letters to SEBI, NSE, BSE, ICICI, RBS, MM and HB, bringing to their attention the issues plaguing Network 18 and TV18 and relating to, inter alia, serious corporate governance failures, inadequate and misleading disclosures and rampant non-compliance with various regulations governing the capital markets (refer Enclosure F-11 for a Schedule of Documents sent to/available with each of these Respondents). No action has been taken by any of these entities to resolve the prejudice, harm and loss caused and continually being caused to the Appellants as well as other investors. Besides one inadequate reply each sent by NSE and SEBI to VF which demonstrated that these entities had not independently evaluated the issues placed before them, SEBI, NSE and BSE have failed to take the necessary actions arising from the issues placed before them by VF, SEBI, NSE and BSE have failed to protect the interests of investors."

  3. At the outset, Shri Sooli Cooper, learned senior counsel appearing on behalf of respondent no. 3, raised objection with regard to maintainability of the appeal. He has drawn my attention to para 3 of the appeal where it is stated that the appellants are aggrieved by the decision of NSE to grant listing and trading approval to the equity shares...

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