The central legal point established in the judgment is the incorrect application of Regulation 24 of Delisting Regulations, 2009 and the importance of ensuring the correctness of legal actions based on the applicable regulations.

JUDGMENT

Purushaindra Kumar Kaurav, J. (Oral)--This petition assails the impugned notice dated 09.05.2018, and a subsequent notice dated 19.05.2018 (Annexure-P1 Colly') issued by respondent Nos.2 and 3 to the extent that it includes the name of the petitioners as Promoter of Lumax Automotive Systems Limited. The petitioners have also prayed for the relief to direct respondents No.2 and 3 to remove the name of the petitioners from the "Promoter Group" of Lumax Automotive Systems Limited and reclassify the petitioners as "public group category".

2. The petitioners have taken various grounds to challenge the impugned action of the respondents, however, during the pendency of the instant writ petition, respondent No.3 while presenting a brief synopsis, has pointed out that the petitioner-Lumax Automotive Systems Limited was compulsorily delisted w.e.f. 11.05.2018. It has also been pointed out that at the relevant time, the status of the company, as reflected on the website of the Ministry of Corporate Affairs (MCA) was "Active" and was not showing as "Liquidated/Under Liquidation", therefore, the fair value for the company was computed by an independent valuer appointed in terms of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (hereinafter referred to as `Delisting Regulations, 2009'). The share value of the petitioner company was estimated at Rs.16/- per share.

3. According to respondent No.3-Bombay Stock Exchange (BSE), the Fair Value along with the names of the promoters, as available on the BSE's records, was included in the Final Public Notice issued by the BSE on 12.05.2018, in the Financial Express newspaper (English) and on 15.05.2018, in Regional language newspaper in Navshakti (Marathi). Respondent No.3 has further stated that as per Regulation 24 of the Delisting Regulations, 2009 and in view of the fact that the Fair Value was positive, the demat account of the promoter/promoter group was frozen at the relevant time till an exit opportunity is provided to public shareholders at the Fair Value.

4. It has also been submitted on behalf of respondent No.3 that subsequently, the office of the Official Liquidator, New Delhi in terms of communication dated 24.01.2019, informed respondent No.3 that the petitioner-company was already wound up and a copy of order dated 16.10.2017, passed in Company Petition No.829/2016 by this court was brought to the notice of respondent No.3. The said respondent noticed that the status of the company on MCA website was shown as "Under Liquidation". Respondent No.3 thereafter, had taken corrective measures and advised the depositories to unfreeze the company's promoters demat accounts.

5. According to respondent No.3, SEBI's Regulation 24 of the Delisting Regulations, 2009 would not have any application in the case of the petitioners. Respondent No.3 in its brief synopsis has placed on record the following averments which are reproduced as under:

".....

7. SEBI had provided the following clarification vis-a-vis Regulation 24 of the Delisting Regulations:

(a) If a company has been compulsorily delisted before the appointment of provisional liquidator or the order of winding-up, then the restrictions provided under Regulation 24 of Delisting Regulations shall be applicable. (b) If the company has not been compulsorily delisted before the appointment of provisional liquidator or the order of winding-up, the process of delisting will happen by operation of law and the restrictions under Regulation 24 of Delisting Regulations shall not be applicable.

......"

6. Realizing the fact that the Regulation 24 of the Delisting Regulations, 2009 would not have any application in the case of the petitioners, respondent No.3 had taken following steps:

"(a) The Exchange vide its letter dated April 24, 2019 intimated Mrs. Santosh Jain (i.e. Impleading Party in the present Writ Petition) about such unfreezing of her demat account and non-applicability of Regulation 24 of