IMPORTANT POINT
Orders referable to Sections 11(4), 11(b), 11(d), 12(3) and 15-I, and orders made under the Rules and Regulations being quasi-judicial orders, are appealable u/s 15T; and orders u/s 11(1), being administrative, are outside purview of section 15T.

Headnote:(a) Securities Exchange Board of India Act, 1992 – Section 15M – Securities Appellate Tribunal – Presiding officer of the three member Tribunal to be sitting or retired members of higher judiciary – Indicating that Tribunal is meant to hear appeals only against quasi-judicial orders. (Para 7)
       (b) Securities Exchange Board of India Act, 1992 – Section 15T(1) and (5) r/w section 15Z – Order by Board or an adjudicating officer – Can only be quasi judicial in nature – Existence of a lis between the parties not necessary. (Para 8, 9, 10, 15)
       (2004) 8 SCC 524; (1924) 1 KB 171; (1950) SCR 621; (1960) 2 SCR 775; (2002) 5 SCC 685; (1964) 1 SCR 717; (1964) 5 SCR 294; (1977) 2 SCR 511; (1990) 2 SCR 84 – Relied upon
       (2010) 4 SCC 603; (2014) 3 SCC 222 – Referred
       (c) Securities Exchange Board of India Act, 1992 – Section 15T – Orders referable to Sections 11(4), 11(b), 11(d), 12(3) and 15-I, and orders made under the Rules and Regulations being quasi-judicial orders, are appealable u/s 15T – Orders u/s 11(1) like present one, being administrative, are outside purview of section 15T. (Para 24)
       Facts of the case:
       The present appeal raises an interesting question as to whether an administrative circular that is issued by SEBI under Section 11(1) of the Securities Exchange Board of India Act, 1992, can be the subject matter of appeal under Section 15T of the said Act.
       By an administrative circular dated 9th November, 2005, SEBI under the caption “review of dematerialization charges” issued an administrative circular under Section 11(1) of the SEBI Act. Depositories were advised by the said circular to amend all relevant bye-laws, rules and regulations in order to see that with effect from 9th January, 2006, no charges shall be levied by a depository on DPs and consequently by a DP on a beneficiary owner when a beneficiary owner transfers all securities lying in his account to another branch of the same DP or to another DP of the same depository or another depository, provided the BO account at transferee DP and that transferor DP are identical in all respects.
       A preliminary objection was raised in the appeal filed by the respondent before the Securities Appellate Tribunal. It was urged that under the SEBI Act, SEBI has administrative, legislative and quasi-judicial functions. Appeals preferred to the Securities Appellate Tribunal can only be from quasi-judicial orders and not administrative and legislative orders. The Appellate Tribunal turned down the preliminary objection.
       Finding of the Court:
       Impugned judgment of the Tribunal is not sustainable.
       Result: Civil Appeal No.186 of 2007 allowed and Civil Appeal No.5173 of 2006 dismissed.

JUDGMENT :

R.F. Nariman, J.

1. The present appeal raises an interesting question as to whether an administrative circular that is issued by SEBI under Section 11(1) of the Securities Exchange Board of India Act, 1992, can be the subject matter of appeal under Section 15T of the said Act.

2. By an administrative circular dated 9th November, 2005, SEBI under the caption “review of dematerialization charges” issued an administrative circular under Section 11(1) of the SEBI Act to protect the interests of investors in securities and to promote the development of, and to regulate the securities market. Depositories were advised by the said circular to amend all relevant bye-laws, rules and regulations in order to see that with effect from 9th January, 2006, no charges shall be levied by a depository on DPs and consequently by a DP on a beneficiary owner when a beneficiary owner transfers all securities lying in his account to another branch of the same DP or to another DP of the same depository or another depository, provided the BO account at transferee DP and that transferor DP are identical in all respects.

3. A preliminary objection was raised in the appeal filed by the respondent before the Securities Appellate Tribunal. It was urged that under the SEBI Act, SEBI has administrative, legislative and quasi-judicial functions. Appeals preferred to the Securities Appellate Tribunal can only be from quasi-judicial orders and not administrative and legislative orders. This preliminary objection was turned down by the impugned judgment dated 29th September, 2006, by the Securities Appellate Tribunal. According to the Tribunal, the expression “order” is extremely wide, and there being nothing in the Act to restrict an appeal only against quasi-judicial orders, appeals would lie against all three types of orders under the Act i.e. administrative orders, legislative orders as well as quasi-judicial orders. This was held purportedly following the decision in Clariant International Ltd. & Anr. vs. Securities & Exchange Board of India [(2004) 8 SCC 524]. The Tribunal, therefore, rejected the preliminary objection and went into the merits of the arguments against the impugned circular, and dismissed the same.

4. Cross appeals have been filed before us. Civil Appeal No.5173 of 2006 has been filed by the National Securities Depositories Ltd. Vs. SEBI on the merits of the dismissal, whereas Civil Appeal No.186 of 2007 has been filed by the SEBI against the rejection of the preliminary objection raised before the Securities Appellate Tribunal. We will take up the second appeal first inasmuch as if the preliminary objection were to succeed, it is clear that the merits would not have to be gone into.

5. It was urged on behalf of the appellant in the second civil appeal that the appeal filed under Section 15T of the SEBI Act is only restricted to quasi-judicial orders and not administrative or legislative orders or directions passed by SEBI under the 1992 Act. According to the learned counsel on behalf of the appellant, the Appellate Tribunal judgment is wrong and needs to be reversed inasmuch as it has clearly stated that even against legislative regulations, the Appellate Tribunal would have jurisdiction, which is contrary to two direct judgments under allied Acts namely, PTC India Ltd. vs. Central Electricity Regulatory Commission [(2010) 4 SCC 603] under pari materia provisions under the Electricity Act, 2003, and Bharat Sanchar Nigam Ltd. vs. Telecom Regulatory Authority of India & Ors. [(2014) 3 SCC 222] under the Telecom Regulatory Authority of India Act, 1997. He stated that the same fate would await administrative orders as well and that the reasoning of these two judgments would lead us necessarily to this conclusion.

6. On the other hand, learned counsel for the respondent urged before us that the word “order” not having been defined is extremely wide and would, therefore, include all orders of the Board which, as has been pointed out, would b

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2017 Supreme(SC) 267

IMPORTANT POINTOrders referable to Sections 11(4), 11(b), 11(d), 12(3) and 15-I, and orders made under the Rules and Regulations being quasi-judicial orders, are appealable u/s 15T; and orders u/s 11(1), being administrative, are outside purview of section 15T.

Cases Referred (9)

IMPORTANT POINT
Orders referable to Sections 11(4), 11(b), 11(d), 12(3) and 15-I, and orders made under the Rules and Regulations being quasi-judicial orders, are appealable u/s 15T; and orders u/s 11(1), being administrative, are outside purview of section 15T.