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2017 (11) TMI 2008 - SECURITIES APPELLATE TRIBUNAL MUMBAIMaintainability of appeal against circulars issued to the stock exchanges in relation to all the companies exclusively listed on de-recognized/ non-operational stock exchanges - orders under regulation 28(2) of the Delisting Regulations - Exit route for the shareholders of the companies exclusively listed on de-recognized/ non-operational stock exchanges - Order seeking direction SEBI to ensure that the companies listed exclusively on regional stock exchanges get listed either on the Bombay Stock Exchange or on the National Stock Exchange automatically - HELD THAT:- Merely because SEBI has referred the orders passed under regulation 28(2) of the Delisting Regulations as ‘circulars’ cannot be a ground to deny the appellant his right to file an appeal against the said circulars which are in fact orders passed under the Delisting Regulations. In our opinion, the argument advanced on behalf of the appellant is wholly misconceived. Impugned circulars issued by SEBI contain administrative directions given by SEBI to the stock exchanges in relation to all companies which are exclusively listed on de-recognized / non-operational stock exchanges. Since the directions contained in the said circulars are not restricted to any particular company but are generally applicable to all the companies exclusively listed on de-recognized/ non-operational stock exchanges, it is abundantly clear that the impugned circulars are nothing but the administrative circulars issued in the interest of the investors in the securities market. None of the companies to whom the directions contained in the impugned circulars apply have deemed it appropriate to challenge the impugned circulars and the appellant who is an investor in those companies has deemed it appropriate to challenge the impugned circulars. Assuming that the appellant has any grievance against the impugned circulars, in view of the decision of the Apex Court in case of NSDL [2017 (3) TMI 1061 - SUPREME COURT] proper course to be adopted by the appellant is to take appropriate steps in judicial review proceedings and not by way of an appeal before this Tribunal. Argument of the appellant that the impugned circulars constitute orders under regulation 28(2) of the Delisting Regulations is totally frivolous to say the least. By circular dated 22.05.2014 SEBI directed the stock exchanges to give various options specified therein to the companies exclusively listed on de-recognized/ non-operational stock exchanges to get listed on the nationwide exchanges. In view of the representation made by some of the companies exclusively listed on derecognized/ non-operational exchanges, SEBI issued circular dated 17.04.2015 thereby giving extension of time to all the companies exclusively listed on de-recognized non-operational stock exchanges to get listed on nationwide stock exchanges. Thus, the appellant is wholly unjustified in arguing that the impugned circulars constitute orders under regulation 28(2) of the Delisting Regulations. Conduct of the appellant in pursuing the appeal by raising such frivolous grounds inspite of the decision of the Apex Court in NSDL (Supra) is reprehensible. The appeal is dismissed with costs quantified at ₹ 10,000/- to be paid by the appellant.
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