The main legal point established in the judgment is the entitlement of minority shareholders to documents related to SEBI investigations and show cause notices, and the obligation of SEBI to comply with court orders and ensure compliance with securities laws by the concerned entities.

ORDER :

1. Today the proceedings are before us on the backdrop of our detailed order dated 23 October 2023 by which we had directed the SEBI to provide documents to the petitioners as prayed for in prayer clause (g) of the petition.

2. Such order was assailed by respondent Nos. 2-Bharat Nidhi Ltd. (for short “BNL”) and by respondent No. 9-Vineet Jain before the Supreme Court. Such [Special Leave Petitions (Civil) Diary No. 45529 of 2023, Bharat Nidhi Ltd. vs. Ashok Dayabhai Shah and Others] and [Special Leave Petitions (Civil) Diary No. 45770 of 2023, Vineet Jain vs. Ashok Dayabhai Shah] were dismissed by the Supreme Court by an order dated 6 November 2023.

3. Thereafter respondent no. 1-SEBI had filed a Special Leave Petition before the Supreme Court [Petition for Special Leave to Appeal (C) Nos. 25783-25784/2023, Securities and Exchange Board of India vs. Ashok Dayabhai Shah and Others] assailing the said order, which also came to be dismissed by the Supreme Court by an order dated on 28 November, 2023.

4. After our order dated 23 October 2023 passed against the respondents which attained finality in view of the Special Leave Petitions filed on behalf of the private respondents being dismissed by the Supreme Court, there were substantive developments in the proceedings, which are referred in the subsequent part of this order and on which we have extensively heard the parties on 29 November 2023, as recorded by us in our order passed on the even date, for the present order to be passed.

5. The petitioners in these two writ petitions are minority shareholders of respondent no. 2-Bharat Nidhi Ltd. (for short “BNL”). They had made various complaints to respondent no. 1-SEBI of violation by BNL of various provisions of securities laws, including violations pertaining to the Minimum Public Sharing Norms (MPS) as also serious violations in respect of the promoter’s disclosure in the BNL’s shareholdings. The petitioners contend that the complaints as made by the petitioners were subject matter of investigation by the SEBI. It is the petitioners case that neither the investigation report nor any other relevant documents in such regard were supplied to the petitioners, despite the fact that the petitioners were shareholders of the BNL. It is the petitioners’ case that on such investigation, SEBI issued a show cause notice to respondent no. 2-BNL. However, copy of the same was not furnished to the petitioners. It is their case that the SEBI at the behest of respondent nos. 2 to 9 there is a farce of proceedings against respondent Nos. 2 to 9. The approach of the SEBI is as if such proceedings are required to be held ‘in camera’ and that all materials/documents pertaining to such proceedings as initiated by SEBI against respondent nos. 2 to 9 are privileged documents. The petitioners contend that such approach can never be adopted by a public body like SEBI.

6. The petitioners have contended that BNL was earlier listed on the Delhi Stock Exchange and after the same ceased to be functional, BNL had sought listing of its shares at the Calcutta Stock Exchange which is also not functional. It is stated that BNL is now on the Dissemination Board of the National Stock Exchange.

7. On such conspectus, the case of the petitioners is to the effect that there is a severe prejudice caused to the petitioners due to several illegalities committed by BNL, at the instance of the majority shareholders who are respondent Nos. 3 to 9. The petitioners have contended that they are the victims of BNL not being listed on a recognized stock exchange, which has severely affected their interest as investors in BNL. The petitioner contend that BNL is a majority shareholder of a reputed company known as Bennett, Coleman & Co. Ltd. (for short ‘BCCL’) in which BNL and respondent Nos. 3, 4, 7 to 9 had approximately 68% shareholding. It is also the case of the petitione