TMI Blog2023 (12) TMI 915X X X X Extracts X X X X X X X X Extracts X X X X ..... ritories of the High Court will not deter the High Court from issuing the appropriate writ. The introduction of Clause (2) in Article 226 of the Constitution of India widened the width of the area for issuance of writs by different High Courts, however, the same cannot be construed to completely dilute the original intent of the Constitution makers which is succinctly encapsulated in Clause (1) of Article 226. Rather, Clause (2) is an enabling provision, which supplements Clause (1) to empower the High Courts to ensure an effective enforcement of fundamental rights or any other legal right. Therefore, the power of judicial review cannot be circumscribed by the location of the authority against whom the writ is issued, however, the same does not mean that the constitutional mandate enshrined under Article 226 (1) can be completely neglected or whittled down. The cause of action means a bundle of facts, which is necessary for the plaintiff to prove in order to succeed in the proceedings. It does not completely depend upon the character of the relief prayed for by the plaintiff. It is rather the foundation upon which the plaintiff lays his/her claim before the court to arrive ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rum conveniens, as discussed above, already makes it explicitly clear that the jurisdiction has to be determined on the facts and circumstances of each case. With respect to the averment that this court is the most convenient forum for the petitioners, it would be inappropriate and myopic to assume that while determining the jurisdiction, only the convenience of the aggrieved party approaching the court has to be looked into. In fact, with the advent of technology in contemporary times, the courts have transcended the geographical barriers and are now accessible from remote corners of the country. Therefore, the convenience of the parties cannot be the sole criterion for the determination of jurisdiction considering the broader perspective of dynamism of technology and increased access to justice. The determination of cause of action and territorial jurisdiction has to be in line with the constitutional scheme envisaged under Article 226 of the Constitution of India. Moreover, the litigation history of the present writ petitions reveals that the parties have, in fact, agitated their concerns before the Hon ble High Court of Judicature at Bombay. Nothing has been put before th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hence, a combined order is being passed. Description 2. The petitioner in W.P.(C) 15556/2023 i.e. Bharat Nidhi Limited (hereinafter BNL ) is an unlisted public limited company incorporated under the provisions of the Companies Act, 1913 having its registered office at First floor, Express Building 9-10, Bahadur Shah Zafar Marg, New Delhi 110002. 3. The respective petitioners in W.P.(C) 15557/2023 and in W.P.(C) 15558/2023 are also companies registered either under the provisions of the Companies Act, 1913 or under the provisions of the Companies Act, 1956. All the petitioners have their registered offices at Delhi. Petitioner no. 5 namely, Vineet Jain in W.P.(C) 15558/2023, is an Indian inhabitant residing at 15, Motilal Nehru Marg, New Delhi 110002. 4. The petitioners in all other writ petitions, barring W.P.(C) 15556/2023, are the shareholders of BNL. 5. SEBI is respondent no. 1 in all the writ petitions, which is established under Section 3 of the SEBI Act, 1992. SEBI is, therefore, a statutory authority and is tasked with the regulation of the securities market and for matters connected therewith and incidental thereto. The other respondents in respecti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s with the Internal Committee based on inter se deliberations. 9. During the pendency of the settlement application, on or around 14th January 2022, a group of shareholders holding 1.27% shares in BNL ( Ashok Shah Group ) filed a writ petition bearing Writ Petition no. 406 of 2022 before the High Court of Judicature at Bombay inter alia seeking an order restraining SEBI from considering the settlement application of the petitioner and respondent nos. 2 to 8. On 08.04.2022, the said writ petition came to be withdrawn with the following observations:- 1. After the petition was heard for sometime, Mr. Seervai seeks leave of the court to withdraw the petition with liberty to approach this court or any forum as advised, if petitioners are not satisfied with the orders to be passed by SEBI in the settlement applications filed by some of the respondents or in the show cause notices issued to some of the respondents before us. Mr. Bhatt states that show cause notices have been issued to 62 entities and considering the situation that we have just come out of Covid-19, an attempt will certainly be made to dispose the proceedings at the earliest. Mr. Andhyarujina appearing for respond ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ious orders, no directions are found which restrain SEBI from considering/ adjudicating the settlement applications. It appears that the instant applications have been filed by way of abundant caution at the instance of HPAC. 8. The Court has considered the objection put forth my Mr. Jain, but finds no cogent reason to reject the application. The decision on the settlement applications is the prerogative of SEBI. It is for the SEBI to deliberate and decide the same, in accordance with applicable provisions of SEBI Act, Rules, Regulations, etc. Whether the applications are prohibited or not is not for this Court to determine. Accordingly, the applications are disposed of with a clarification that SEBI shall be free to deal/ adjudicate the settlement applications filed by the Applicants, on its own merits, in accordance with law. 9. The decision on the settlement applications shall not prejudice the Petitioners and all rights and contentions of the parties herein are left open. 14. After obtaining permission from this court, the HPAC approved the terms of settlement and as per Regulation 14(3) of the Regulations of 2018 and forwarded the same to the Panel of Whole Ti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... plicants; ii. SEBI shall not initiate any other enforcement action against the applicants for the said defaults; and iii. Bharat Nidhi Limited shall submit a report of compliance with the terms of its undertaking given at paragraph 5, within 15 days of the passing of this settlement order, failing which the settlement order shall cease to operate qua all the applicants. 9. The passing of this Order is without prejudice to the right of SEBI under Regulation 28 of the Settlement Regulations to take enforcement actions including continuing proceedings against the applicants, if SEBI finds that: a) any representation made by the applicants in the present settlement proceedings is subsequently found to be untrue; b) the applicants have breached any of the clauses/ conditions of Undertakings/Waivers filed during the present settlement proceedings; and c) there was a discrepancy while arriving at the settlement terms. 10. This Settlement Order is passed on this 12th day of September, 2022 and shall come into force with immediate effect. 17. On or around 10th October 2022, the Ashok Shah Group and another set of shareholders of BNL ( Pina Shah Group ) f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... now be in a position to take a decision as to whether the settlement order in question (Exhibit- A ) has stood revoked. Mr. Bhatt would contend that if the settlement order stands revoked, in such event, further adjudication of the present petition would not be called for. 3. We are of the opinion that it would be appropriate to know the stand of the SEBI. Depending as what the SEBI informs the Court on the adjourned date of hearing, further course of action on the proceedings can be decided. 4. Accordingly, stand over to 13th September 2023 at 2.30 p.m. 22. On 13.09.2023, the Hon ble High Court of Judicature at Bombay has passed the following order:- Today the matter is placed before us on the backdrop of our order dated 5th September 2023. From what has been heard from the learned Counsel for the parties, it appears that the issues as raised in the petition cannot be resolved. The parties agree that the proceedings would be required to be now heard and decided. 2. We, accordingly, place the proceedings for hearing on 4th October 2023 at 2.30 p.m. to be followed on 5th October 2023 and 9th October 2023. 23. Thereafter, on 05.10.2023, the matter ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... No. 2, which could have been utilized by respondent No. 2 to place on record any further additional affidavit as desired by respondent No. 2 as stated in paragraph No. 17 of its affidavit (supra) dated 5 June, 2023. Thus, after such long lapse of time and that too after the proceedings have commenced final hearing and the petitioners had commenced their arguments and quite substantially it would not be fair to the petitioners that new material documents unknown to the parties are permitted to be placed on record. It would also not be fair to the process of adjudication of the proceedings. Moreover, this would be completely contrary to the basic law of pleadings under which any plea to be taken by a party which may be on documents or otherwise would be required to be taken by way of a pleading in that regard, and such documents on which a plea is taken are required to form part of the record, in a manner known to law. This is the normal rule, so that such plea and documents are made known to all the parties on which the parties can advance their case before the Court. 14. If we permit such compilation of documents to be placed on record, we permit a completely new course of ac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... under:- 29. Thus none of the contentions as urged on behalf of respondent nos. 2 to 9 in opposing the prayer of the petitioners to furnish documents would persuade us to hold that there was any embargo legal and/or factual for such documents not to be furnished/supplied to the petitioners. The objection of such respondents that the petitioner ought not to have raised such plea on the documents at the midst of the final hearing, as this itself would show that no prejudice was caused to the petitioners, in our opinion, is certainly not a tenable contention, for more than one reason. Firstly on such case the petitioners have made a specific interim prayer as noted by us above. They have also supported such prayer, by pleading a case of a serious prejudice being caused to them in the capacity of being the shareholders of BNL. It is also not the case that they had in any manner given up their case on their necessity and entitlement to have such documents. In any event, the petition is being heard finally at the admission stage, which would not mean that a situation is brought about, that the specific contentions on documents, as urged by the petitioners and subject matter of specif ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ate Special Leave Petition (Civil) Diary No. 45770 of 2023. 26. Vide order dated 06.11.2023, both the petitions i.e., Special Leave Petition (Civil) (Diary) No. 45529 of 2023 and 45770 of 2023 were disposed of while directing that the parties would be at liberty to pursue their remedies in accordance with law on all counts after the final judgment of the High Court. It was observed by the Hon ble Supreme Court that the impugned order therein was purely of an interlocutory nature, therefore, no interference was called for. 27. The order dated 06.11.2023 passed by the Hon ble Supreme Court is reproduced as under:- 1. Mr CA Sundaram, senior counsel, states that all material which is directed to be disclosed by the High Court shall be used only for the purpose of the proceedings pending before the High Court and shall not be disseminated to any third party. 2. Since the impugned orders of the High Court are purely of an interlocutory nature, we are not inclined to entertain the Special Leave Petitions under Article 136 of the Constitution. 3. However, the parties would be at liberty to pursue their remedies in accordance with law on all counts after the fin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r the parties on these developments, and more particularly, as to whether the petition is now rendered infructuous in view of the settlement order being revoked by the SEBI. 5. We would pass appropriate orders on these proceedings on such submissions made before us on behalf of the petitioners and the respondents on the adjourned date of hearing. 6. We are however of the opinion that the orders passed by the Supreme Court on the SEBI's Special Leave Petition needs to be apprised to the Court and placed on record. 7. The proceedings are accordingly adjourned to 1 December 2023 For passing orders. 32. On 01.12.2023, the Hon ble High Court of Judicature at Bombay pronounced the order, wherein, the following directions were passed:- I. The petitioners are entitled to the benefits of the order dated 23 October 2023 as confirmed by the Supreme Court, by rejection of the Special Leave Petitions of respondent Nos. 2 and 9 and thereafter, by rejection of the Special Leave Petition filed by the SEBI. II. The order dated 23 October 2023 passed by the Court, be forthwith complied by SEBI. III. All the contentions of the petitioners and of the responden ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on at the instance of the petitioners challenging the impugned order of revocation of settlement before this court would lead to conflicting orders and also inconvenience to the parties as throughout the entire proceedings, the petitioners were defending themselves and prosecuting their remedies either before the authorities of SEBI at Mumbai or before the jurisdictional High Court i.e., Bombay. 37. Learned senior counsel for the respondent-SEBI has placed reliance on the decision of the Hon ble Supreme Court in the cases of State of Goa v. Summit Online Trade Solutions Private Limited and Others (2023) 7 SCC 791, National Textile Corpn. Ltd. and others v. Haribox Swalram and others (2004) 9 SCC 786, Union of India and Ors. v. Adani Exports Ltd. Anr. (2002) 1 SCC 567 and the decision of the High Court of Judicature at Hyderabad in the case titled as BSE Limited v. JM Financial Asset Reconstruction Company Limited and others 2018 SCC OnLine Hyd 256. 38. Submissions made on behalf of the respondent-SEBI were strongly opposed by learned senior counsel who appeared on behalf of the respective writ petitioners. 39. Mr. Sandeep Sethi, learned senior counsel who appeare ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ners in W.P. (C) 15557/2023 explained from paragraph no. 64 of the said writ petition regarding as to how the jurisdiction lies before this court. According to him, the entire cause of action had arisen at Delhi, except the order passed by SEBI in Mumbai. The petitioners are based in Delhi and the respondent-SEBI itself required the petitioners to take permission from this court in the pending writ petition bearing W.P.(C) 10756 of 2019. According to him, since only minority shareholders had approached the Hon ble High Court of Judicature at Bombay, therefore, this court does not lack its jurisdiction to entertain the instant writ petition. 44. In any case, according to him, when the petitioners are legally entitled to knock the doors of this court, they cannot be relegated to any other High Court applying the doctrine of forum conveniens. He has also submitted that in the pending writ petitions before this court, at no point of time, the respondent-SEBI has raised any objection regarding the territorial jurisdiction of this court. He has further submitted that the order dated 01.12.2023 has been passed by the Hon ble High Court of Judicature at Bombay after the petitioners have ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and the principle of forum conveniens cannot be applied to the detriment of the litigants who approach the High Court for enforceability of his or her fundamental rights under the Constitution of India. 49. He has also distinguished the decision relied upon on behalf of the respondent-SEBI. In addition, he submitted that the principles laid down by the larger bench of this court in the case of Sterling Agro Industries Ltd. v. Union of India and Ors. 2011 (124) DRJ 633 will have full application and applying the same principles, this court has the jurisdiction to entertain the instant writ petition. He has also placed reliance on the decision in the case of Animish Pradip Raje v. Securities and Exchange Board of India and Anr. W.P. No. 7972 of 2023, decided by the Hon ble Division Bench of the High Court at Telangana. Reliance is also placed on the decision of the Hon ble Supreme Court in the case of Om Prakash Shrivastava v. Union of India (2006) 6 SCC 207. 50. In rejoinder submissions, learned senior counsel appeared on behalf of the respondent-SBI and submitted that he may not be misunderstood to have said that merely the location of SEBI s head office i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he said enactment, more particularly about Clause 2 of Article 226, as it stands today. 56. Article 226 of the Constitution of India, as originally adopted before the amendments, reads as under: 226. .. (1) Notwithstanding anything in Article 32, every High Court shall have power, throughout the territories in relation to which it exercises jurisdiction, to issue to any person or authority, including in appropriate cases any Government, within those territories directions, orders or writs, including writs in the nature of habeas corpus, mandamus, prohibition, quo warranto and certiorari, or any of them, for the enforcement of any of the rights conferred by Part III and for any other purpose. (2) The power conferred on a High Court by clause (1) shall not be in derogation of the power conferred on the Supreme Court by clause (2) of Article 32. 57. The Hon ble Supreme Court had an occasion to construe the original unamended Article 226 in the case of Election Commission, India v. Saka Venkata Rao 1953 SCR 1144, wherein, a strict and restrictive construction was accorded to Article 226. 58. Thereafter, the issue once again came up for consideration bef ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of India Act, 1935, dealt with suits as such and proceedings analogous to or consequent upon suits and has no reference to the extraordinary remedies provided by Art. 226 of the Constitution. The concept of cause of action cannot in our opinion be introduced in Art. 226, for by doing so we shall be doing away with the express provision contained therein which requires that the person or authority to whom the writ is to be issued should be resident in or located within the territories over which the High Court has jurisdiction. It is true that this may result in some inconvenience to person residing far away from New Delhi who are aggrieved by some order of the Government of India as such, and that may be a reason for making a suitable constitutional amendment in Art. 226. 60. In order to remedy the practical constraints due to the restrictive interpretation of Article 226 after the aforesaid judgment, the Constitution (Fifteenth Amendment) Act was brought in 1963, which inserted Clause (1A), which was subsequently renumbered as Clause (2) vide Forty-second Constitutional Amendment, 1976. Clause 2 of Article 226 of the Constitution of India reads as under: 226. . ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat all the High Courts would have a similar jurisdiction, by a judicial decision of the Supreme Court, this unfortunate result has been brought about. Before the Constitution, the Privy Council took a different view altogether. They held in the Parlakimidi case and also in the case of Howrah Municipality that the seat of authority or Government was not material, so that, even if the seat, let us say, of the Union of India was Delhi, you could not sue in Delhi the Union of India for the issue of one of the writs unless the cause of action arose within the jurisdiction of this High Court also. They took quite a different view, quite the opposite view to what the Supreme Court has taken. When the law was in that state, this Constitution was framed thinking that every High Court will have jurisdiction within whose jurisdiction or territorial jurisdiction the cause of action had arisen. Therefore, we are trying to restore the position as it was in the contemplation of the framers of the Constitution in the Constituent Assembly, so that that man has not got to travel to Delhi with such scarce accommodation as is there. 63. According to DD Basu, Commentary on the Constitution of I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e of such person, outside the territories of the High Court will not deter the High Court from issuing the appropriate writ. 65. The introduction of Clause (2) in Article 226 of the Constitution of India widened the width of the area for issuance of writs by different High Courts, however, the same cannot be construed to completely dilute the original intent of the Constitution makers which is succinctly encapsulated in Clause (1) of Article 226. Rather, Clause (2) is an enabling provision, which supplements Clause (1) to empower the High Courts to ensure an effective enforcement of fundamental rights or any other legal right. Therefore, the power of judicial review cannot be circumscribed by the location of the authority against whom the writ is issued, however, the same does not mean that the constitutional mandate enshrined under Article 226 (1) can be completely neglected or whittled down. 66. On this aspect, it is significant to advert to a decision of the Coordinate Bench of this Court in the case of Jayaswals Neco Limited v. Union of India and Others 2007:DHC:673, wherein, it was held that Article 226(2) has only extended the jurisdiction of the High Courts beyond ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cle 226 (2) of the Constitution and have reference to the question of cause of action. It is true, as observed in Kusum Ingots (supra), that the decision in Khajoor Singh (supra) would not be relevant insofar as the argument of cause of action is concerned inasmuch as Khajoor Singh (supra) was a decision rendered prior to the 15th Amendment of the Constitution. But, this does not mean that what Khajoor Singh (supra) has decided in respect of Article 226 (1) can be whittled down or ignored. That is a decision of seven judges of the Supreme Court and, with regard to the provisions of Article 226 (1), it is definitive. [Emphasis supplied] 67. Thus, the salient aspects which emerge out of the aforesaid discussion can be delineated forthwith as: (i) Article 226(2) does not take away the right of a High Court to dismiss a case on grounds of forum non-conveniens. The principles of forum non-conveniens and that of Article 226(2) operate in different field, where Article 226(2) (originally Article 226(1A)) was inserted to solve the problem of a litigant needing to go to a High Court where the seat of government authority was present. (ii) In other words, merely because ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... imply a factual situation, the existence of which entitles one person to obtain from the court a remedy against another person. The phrase has been held from earliest time to include every fact which is material to be proved to entitle the plaintiff to succeed, and every fact which a defendant would have a right to traverse. Cause of action has also been taken to mean that a particular act on the part of the defendant which gives the plaintiff his cause of complaint, or the subject-matter of grievance founding the action, not merely the technical cause of action. 73. The Hon ble Supreme Court, in the case of Bloom Dekor Ltd. v. Subhash Himatlal Desai (1994) 6 SCC 322 observed as under: 28. By cause of action it is meant every fact, which, if traversed, it would be necessary for the plaintiff to prove in order to support his right to a judgment of the Court. In other words, a bundle of facts, which it is necessary for the plaintiff to prove in order to succeed in the suit. ( Cooke v. Gill [1873 LR 8 CP 107 : 42 LJCP 98] ). 74. The meaning and scope of the term cause of action in the context of Article 226 of the Constitution of India has been d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ns the necessary conditions for the maintenance of the suit, including not only the infraction of the right, but also the infraction coupled with the right itself. Compendiously, as noted above, the expression means every fact, which it would be necessary for the plaintiff to prove, if traversed, in order to support his right to the judgment of the court. Every fact, which is necessary to be proved, as distinguished from every piece of evidence, which is necessary to prove each fact, comprises in cause of action . ( See Rajasthan High Court Advocates' Assn. v. Union of India [(2001) 2 SCC 294].) 76. In the landmark judgment of Kusum Ingots (supra), an important observation regarding the cause of action was made by the Hon ble Supreme Court, which reads as under: 9.--- Before proceeding to discuss the matter further it may be pointed out that the entire bundle of facts pleaded need not constitute a cause of action as what is necessary to be proved before the petitioner can obtain a decree is the material facts. The expression material facts is also known as integral facts. 77. In the case of Rajasthan High Court Advocates Association v. Union of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cide a dispute which has, at least in part, arisen within its jurisdiction. Each and every fact pleaded in the application may not ipso facto lead to the conclusion that those facts give rise to a cause of action within the Court's territorial jurisdiction unless those facts are such which have a nexus or relevance with the lis that is involved in the case. Facts, which have no bearing with the lis or the dispute involved in the case would not give rise to a cause of action so as to confer territorial jurisdiction on the Court concerned, and only those facts which give rise to a cause of action within a Court's territorial jurisdiction which have a nexus or relevance with the lis that is involved in that case, would be relevant for the purpose of invoking the Court's territorial jurisdiction, in the context of clause (2) of Article 226. 80. The doctrine of cause of action in relation to Article 226 of the Constitution of India, hence, becomes limited to the integral facts of the case and the situs of the cause of action then is construed as the situs where the material, essential and integral facts arose. The situs of the cause of action vis a vis the doctr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 82. Black's Law Dictionary (8th ed. 2004), defines forum conveniens in the following words:- The court in which an action is most appropriately brought, considering the best interests and convenience of the parties and witnesses. 83. In Tehran v. Secretary of State for the Home Department, the House of Lords expounded the doctrine in the following as under:- The doctrine of forum non conveniens is a good example of a reason, established by judicial authority, why a court should not exercise a jurisdiction that (in the strict sense) it possesses. Issues of forum non conveniens do not arise unless there are competing courts each of which has jurisdiction (in the strict sense) to deal with the subject matter of the dispute. It seems to me plain that if one of the two competing courts lacks jurisdiction (in the strict sense) a plea of forum non conveniens could never be a bar to the exercise by the other court of its jurisdiction. 84. The principle was also explained in the judgment of United States Supreme Court in Gulf Oil Corporation v. Gilbert 330 U.S. 501, wherein, it was held as under:- The principle of forum non conveniens is simply that ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the tribunal/appellate authority/revisional authority totally ignoring the concept of forum conveniens. (b) Even if a miniscule part of cause of action arises within the jurisdiction of this court, a writ petition would be maintainable before this Court, however, the cause of action has to be understood as per the ratio laid down in the case of Alchemist Ltd. (supra). (c) An order of the appellate authority constitutes a part of cause of action to make the writ petition maintainable in the High Court within whose jurisdiction the appellate authority is situated. Yet, the same may not be the singular factor to compel the High Court to decide the matter on merits. The High Court may refuse to exercise its discretionary jurisdiction by invoking the doctrine of forum conveniens. (d) The conclusion that where the appellate or revisional authority is located constitutes the place of forum conveniens as stated in absolute terms by the Full Bench is not correct as it will vary from case to case and depend upon the lis in question. (e) The finding that the court may refuse to exercise jurisdiction under Article 226 if only the jurisdiction is invoked in a malafide manne ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aterial, essential or integral part of the cause of action. In so determining, it is the substance of the matter that is relevant. It, therefore, follows that the party invoking the writ jurisdiction has to disclose that the integral facts pleaded in support of the cause of action do constitute a cause empowering the High Court to decide the dispute and that, at least, a part of the cause of action to move the High Court arose within its jurisdiction. It has also been held that such pleaded facts must have a nexus with the subject matter of challenge based on which the prayer can be granted. Those facts which are not relevant or germane for grant of the prayer would not give rise to a cause of action conferring jurisdiction on the court. 89. In paragraph No. 21 of the said decision, it has also been held that assuming that a slender part of the cause of action arises within the jurisdiction of the particular High Court, the concept of forum conveniens ought to have been considered by the High Court. The Hon ble Supreme Court relied on the decisions in the cases of Kusum Ingots (supra) and Ambica Industries v. CCE (2007) 6 SCC 769, to hold that even if a small part of the cau ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... w that the location where the tribunal/appellate authority/revisional authority is situated would not be the sole consideration to determine the situs of the accrual of cause of action, ignoring the concept of forum conveniens in toto. Hence, even if a small part of the cause of action is established, and the same is found to be non-integral or non-material to the lis, the court may invoke the doctrine of forum non-conveniens and decline to exercise its writ jurisdiction, if an alternative, more efficacious forum for the same exists. 93. A perusal of paragraph no. 10 of the decision in the case of State of Goa (supra), would signify that one of the prayers related to a challenge against the notification issued by the State of Sikkim. Also, in the said case, the petitioner company s office was also located in the State of Sikkim. However, the Hon ble Supreme Court while considering that a slender part of the action has arisen, held that the High Court of Sikkim was not clothed with the requisite jurisdiction to entertain the petition as the major part of the cause of action has arisen in another High Court. It can be safely concluded that neither the notification issued by the co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... unts of business, printing of letterheads indicating branch offices of the firm, booking of orders from a particular place are not the factors which would give rise to either wholly or in part cause of action conferring territorial jurisdiction to courts. In the said case, this Court also held that the mere service of notice is also not a fact giving rise to a cause of action unless such notice is an integral part of the cause of action. 97. In the case of Adani Exports Ltd. Anr. (supra), to establish the territorial jurisdiction of the High Court at Ahmedabad, the averments made by the petitioners therein have been observed in paragraph no. 6 of the said decision, which is reproduced as under:- 6. For deciding the above issue, it is necessary to first notice the contentions raised in the special civil applications to establish the territorial jurisdiction of the High Court. Contentions regarding the cause of action and the territorial jurisdiction of the High Court are pleaded in the applications at para 16, which read thus: The petitioners carry on business of export and import from Ahmedabad. The orders for export and import are placed from and executed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re it lacked territorial jurisdiction. Notwithstanding the strong observations made by this Court in the aforesaid decision and in the earlier decisions referred to therein, we are distressed that the High Court of Calcutta persists in exercising jurisdiction even in cases where no part of the cause of action arose within its territorial jurisdiction. It is indeed a great pity that one of the premier High Courts of the country should appear to have developed a tendency to assume jurisdiction on the sole ground that the petitioner before it resides in or carries on business from a registered office in the State of West Bengal. We feel all the more pained that notwithstanding the observations of this Court made time and again, some of the learned Judges continue to betray that tendency. [Emphasis supplied] 100. Some of the pleas taken by the petitioners like the situs of the registered offices or residences of the petitioners, the factum of receiving the communication in Delhi etc. are hit by the law laid down in the case of Oil and Natural Gas Commission (supra). 101. To appreciate the facts and circumstances of the instant writ petitions, this court deems it appr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eir registered office in New Delhi from where they carry on their businesses. Petitioner No. 5 herein has his residence in New Delhi. Respondent No. 1, SEBI, and Respondent Nos. 2 to 4 also have offices in New Delhi. The Impugned Order (communicated by way of an email dated 10th November 2023 (ANNEXURE P-6) and physical hard copy (ANNEXURE P-3 to P- 5)) were received by Petitioner Nos. 3 to 5 at their addresses in New Delhi. The effect of the Impugned Order is felt by the Petitioners in New Delhi, from where the Petitioners, in ordinary course, operate and conduct their businesses. Hence, the present cause of action has, wholly or at least partly, arisen in New Delhi i.e. within the jurisdiction of this Hon ble Court. The Petitioners therefore submit that this Hon ble Court has jurisdiction to entertain, try and dispose of the present petition. 105. Going by the averments made in respective paragraphs of the instant writ petitions and also by the submissions made on behalf of the petitioners, the jurisdiction of this court is invoked primarily on the basis of the following facts:- (i) Registered offices of the petitioners are situated in Delhi and the petitioners also ca ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nder the Settlement Regulations. Meetings between the IC and the representatives of the Petitioner took place on 6th August 2021, 31st August 2021, 28th October 2021 and 2nd December 2021 to deliberate on the Settlement Application and to discuss and negotiate on the terms of the settlement. For the sake of clarity, it is submitted that the IC had separate discussions with the Petitioner and Respondent Nos. 2 to 8 in respect of their individual Settlement Applications. At and pursuant to the said meetings, the Petitioner responded to various queries raised by the IC and filed revised settlement terms with the IC based on inter se deliberations. 109. It is, thus, unequivocally clear that the petitioners participated before SEBI s Internal Committee on different dates at Mumbai and thereupon, a settlement had arrived at. It is, thus, seen that it is not merely the location of the respondent-SEBI s Head Office at Mumbai, but rather the entire genesis of the dispute lies in Mumbai itself. The settlement was finalized at Mumbai. The determination of the settlement not being fulfilled was made at Mumbai. The consideration to that effect has taken place at Mumbai and the decision t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g on the issue involved in the present petitions. 113. Merely because some of the writ petitions were entertained by this court relating to certain violations of norms and regulations of respondent-SEBI by the respondent companies therein and issues arising out of consequential settlement application, that in itself would not determine the integral, essential and material part of the cause of action as the pendency of the writ petition before this court has no relation with the impugned revocation order which has taken place subsequent to the said writ petition. The law relating to the doctrine of forum conveniens, as discussed above, already makes it explicitly clear that the jurisdiction has to be determined on the facts and circumstances of each case. 114. With respect to the averment that this court is the most convenient forum for the petitioners, it would be inappropriate and myopic to assume that while determining the jurisdiction, only the convenience of the aggrieved party approaching the court has to be looked into. In fact, with the advent of technology in contemporary times, the courts have transcended the geographical barriers and are now accessible from remote c ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
