2022 Supreme(SC) 244

SUPREME COURT OF INDIA
L. Nageswara Rao, Pamidighantam Sri Narasimha, JJ.
SECURITIES AND EXCHANGE BOARD OF INDIA – APPELLANT(S)
VERSUS
MEGA CORPORATION LIMITED – RESPONDENT(S)
Civil Appeal No. 2104 of 2009
Decided On : 25-03-2022

IMPORTANT POINT
Appeal to Supreme Court – Supreme Court will exercise jurisdiction only when there is a question of law arising for consideration from decision of Tribunal – A question of law may arise when there is an erroneous construction of legal provisions of statute or general principles of law.

Headnote:

(A) Securities and Exchange Board of India Act, 1992 – Section 15Z – Appeal to Supreme Court – Scope and ambit – Jurisdiction of Supreme Court under Section 15Z to consider any question of law arising from the orders of Tribunal should be seen in ‘context’ of powers and jurisdiction of Tribunal under Sections 15K, 15L, 15M, 15T, 15U and 15Y of Act – It is in functioning of Tribunal to re-examine all questions of fact at appellate stage while exercising jurisdiction under Section 15T of Act – Being a permanent body, apart from acting as an appellate Tribunal on fact, Tribunal routinely interprets Act, Rules and Regulations made thereunder and evolves a legal regime, systematically developed over a period of time – Advantage and benefit of this process is consistency and structural evolution of sectorial laws – It is in such context that Supreme Court while exercising appellate jurisdiction under Section 15Z of Act would be measured in its approach while entertaining any appeal from decision of Tribunal – This freedom to evolve and interpret laws must belong to Tribunals to subserve regulatory regime for clarity and consistency and it is with this perspective that Supreme Court will consider appeals against judgment of Tribunals on questions of law arising from its orders. (Paras 17 and 18)

(B) Securities and Exchange Board of India Act, 1992 – Section 15Z – Appeal to Supreme Court – Scope and ambit – However, not every interpretation of law would amount to a question of law warranting exercise of jurisdiction under Section 15Z – Tribunal while exercising jurisdiction under Section 15T, apart from acting as an appellate authority on fact, also interprets Act, Rules and Regulations made thereunder and systematically evolves a legal regime – These very principles are applied consistently for structural evolution of sectorial laws – This freedom to evolve and interpret laws must belong to Tribunal to subserve Regulatory regime for clarity and consistency – These are policy and functional considerations which Supreme Court will keep in mind while exercising its jurisdiction under Section 15Z – Supreme Court will exercise jurisdiction only when there is a question of law arising for consideration from decision of Tribunal – A question of law may arise when there is an erroneous construction of legal provisions of statute or general principles of law – In such cases, Supreme Court in exercise of its jurisdiction of Section 15Z may substitute its decision on any question of law that it considers appropriate. (Para 20)

(C) Words and Phrases – Question of Law – Phrases such as, ‘question of law’, are open textual expressions, used in statutes to convey a certain meaning which legislature would not have intended to be read in a pedantic manner – When words of Sections allow narrow as well as wide interpretations, courts of law have developed art and technique of finding correct meaning by looking at words in their context. (Para 16)

Facts of the case:

This is a statutory appeal under Section 15Z of the Securities and Exchange Board of India Act, 1992 against the final order of the Securities Appellate Tribunal, by which the Tribunal has set aside the order passed by the Securities and Exchange Board of India restricting the respondent-company from accessing the capital market for one year and further restraining the promoter directors from buying, selling or otherwise dealing with securities for India.

Findings of Court:

Tribunal has arrived at its conclusions based on independent facts concerning (a) the allegations under Regulation 4 relating to the issuance of misleading advertisements dated 07.04.2005 and 20.04.2005 as well as (b) allegations relating to manipulation of scrip prices and profits to lure investors. Tribunal concluded that the allegations could be As we are not interfering in the findings of fact arrived at by the Tribunal the Company’s claim for cross-examining would pale into insignificance. This question presents itself merely as an academic issue.

Result : Civil Appeal dismissed