Back
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
R.I. Chagla, Farhan P. Dubash, JJ.
Hemant Kulshrestha - Petitioner
Versus
Securities and Exchange Board of India (SEBI) and Ors. - Respondents
Writ Petition (L) No. 31373 of 2025, Writ Petition (L) No. 31301 of 2025
Decided On : 01-12-2025
| Table of Content |
|---|
| 1. risks associated with ipo judicial scrutiny. (Para 1 , 2 , 3 , 4 , 5) |
| 2. disclosure obligations in ipo documentation. (Para 6 , 7 , 8 , 9) |
| 3. inadequate disclosures and potential misrepresentation. (Para 10 , 11 , 12 , 13 , 14 , 15 , 16 , 17 , 18) |
| 4. requirement for adherence to sebi regulations. (Para 19 , 20 , 21 , 22 , 23) |
| 5. regulatory responsibilities of sebi. (Para 24 , 25 , 26 , 27 , 28 , 29 , 30) |
| 6. compliance of offer documents with icdr regulations. (Para 31 , 32 , 33 , 34 , 35) |
| 7. general order vs. icdr regulations. (Para 36 , 37 , 38 , 39 , 40) |
| 8. sufficient disclosures in the rhp. (Para 41 , 42 , 43 , 44 , 45) |
| 9. due diligence required by lead managers. (Para 46 , 47 , 48 , 50) |
| 10. regulatory oversight by sebi. (Para 51 , 52 , 53 , 54 , 55 , 56) |
| 11. judicial restraint in regulatory matters. (Para 57 , 58 , 59 , 60 , 61) |
| 12. petitioners’ standing and disclosure issues. (Para 62 , 63 , 64 , 65 , 66) |
| 13. outcome of writ petitions dismissed. (Para 67) |
JUDGMENT :
Farhan P. Dubash J.
| A. | INTRODUCTION |
| B. | BRIEF BACKGROUND |
| C. | SUBMISSIONS OF THE PETITIONER IN WRIT PETITION (L) NO. 31373 OF 2025 |
| D. | SUBMISSIONS OF THE PETITIONER IN WRIT PETITION (L) NO. 31301 OF 2025 |
| E. | RESPONSE OF RESPONDENT NO. 1 – SEBI |
| F. | RESPONSE OF RESPONDENT NO. 2 – WEWORK INDIA |
| G. | RESPONSE OF RESPONDENT NOS. 3 TO 7 (BRLMS) 2025 |
| H. | ANALYSIS AND FINDINGS |
1. One of the main risks that a company coming out with an IPO faces is whether such offering would find favour with the public and be fully subscribed. However, in recent years, an additional risk has surfaced and some IPO's are put to active judicial scrutiny of courts, like in the case before us, where two Petitioners have come forward and raised somewhat similar grievances to the IPO taken out by WeWork India. This order considers whether their grievances are well founded and merit intervention from the Court.
2. A perusal of the reliefs sought in both these Writ Petitions filed on 30th September 2025 would reveal that, essentially, they seek to make a complaint against the lack of proper disclosure in the Draft Red Herring Prospectus (DRHP) and Red Herring Prospectus (RHP) for the Initial Public Offering (IPO) of WeWork India Management Private Limited, (WeWork India) Respondent No.2 in both Writ Petitions. They further seek a direction against the Securities and Exchange Board of India (SEBI) Respondent No.1 therein to dispose of the complaints made by both the Petitioners in that regard by passing a reasoned and speaking order. They also seek interim reliefs that the proposed public issue and/or listing of securities of Respondent No.2 on any recognized Stock Exchange in India be kept in abeyance.
3. Since, there is commonality in the reliefs sought in both Writ Petitions, with the consent of all parties, they were heard together and it was agreed that they would also be disposed of by a common order.
4. At this stage itself, it would be necessary to point out that under the IPO, the Bidding Date for Anchor Investors was 1st October 2025 whereas the Bid/Offer opened to Public/Investors on 3rd October 2025 and closed (to all Investors) on 7th October 2025. Since both the Writ Petitions were filed only on 30th September 2025 and considering the convenience of all the advocates appearing therein, hearings were held on 1st October 2025, 3rd October 2025 and 8th October 2025. As a result, since the arguments came to be concluded after the closure of the Offer Period, with the consent of all the parties, it was decided that the Petitioners would not seek for the IPO and/or the proposed Public Issue and/or listing of securities on the Stock Exchange to be kept in abeyance, pending the final disposal of the present Writ Petitions but would instead press the alternate interim relief that seeks an order from this Court calling upon SEBI to direct WeWork India to amend the Offer Documents - DRHP/RHP with such disclosures as would be considered necessary by this Court. Moreover, considering the urgency in the matters, all th
The court upheld the adequacy of disclosures in IPO documents, affirming that regulatory responsibilities lie primarily with Lead Managers while reiterating limited judicial interference unless actio....
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 w....
Shareholders have a right to access relevant documents in regulatory proceedings, emphasizing transparency and compliance by regulatory bodies.
The duty of adequate disclosure and the principles of natural justice must be considered in the context of supplying relied-upon documents to the noticee, as established in previous judgments such as....
Show-cause notices under SEBI Act for insider trading quashed if issued by incompetent authority below Division Chief rank, containing pre-determined conclusions, and for violating natural justice by....
The court affirmed that a show cause notice issued by SEBI is valid despite claims of delay and non-application of mind, emphasizing the necessity of fair opportunity for the petitioners to respond.
(1) Initiation of criminal action in commercial transactions, should take place with a lot of circumspection and Courts ought to act as gate keepers for the same – Initiating frivolous criminal actio....
The court emphasized that mixed questions of law and fact, such as res judicata, should not be decided as preliminary issues but rather simultaneously with all other related issues to ensure efficien....
An indispensable Tool for Legal Professionals, Endorsed by Various High Court and Judicial Officers
Please visit our Training & Support
Center or Contact Us for assistance
Scan Me!
India’s Legal research and Law Firm App, Download now!
For Daily Legal Updates, Join us on :
Back to top
