Writ jurisdiction is maintainable against stock exchanges; principles of natural justice must be observed in disciplinary procedures, and Board decisions can be void due to improper constitution.

JUDGMENT :

Sabyasachi Bhattacharyya, J.

1. The writ petitioner no.1, M/s Dalmia Securities Private Limited, is a Company registered with the Securities and Exchange Board of India (SEBI), which is the second respondent, as a Stock Broker for carrying on activities of buying, selling and dealing in securities. The second petitioner is a Director of the petitioner no.1-Company. The respondent no.1 is the Calcutta Stock Exchange Limited (CSE).

2. The writ petition was filed challenging the withholding of excess security amount deposited by the petitioner no.1 with CSE and for ancillary reliefs. Initially, by an order dated February 2, 2022, the writ petition was disposed of by a learned Single Judge of this Court with an observation that the CSE should take a final call on the investigation that the claim is still pending against the petitioner without prejudice to the rights and contention of the parties, directing a final decision to be taken within a period of 45 days from the date of the order. The learned Single Judge further directed that in the event the CSE finds in its final order that the petitioners are not guilty of violation of any provisions of the Exchange or that continuation of the proceeding is no longer feasible, a suitable decision to that effect may be taken that the deposit together with the accrued interest shall be refunded to the writ petitioner. The petitioners were directed to cooperate in the said proceeding of the CSE and any final decision was directed to be taken strictly in terms of the applicable Rules, Bye-Laws and/or Statute.

3. The writ petitioners challenged the said order in an appeal bearing no.APO No.25 of 2022, which was disposed of by a judgment dated March 29, 2022. The Division Bench, while disposing of the appeal, observed that the plea of the appellants that the respondent were bound by their own earlier action, in respect of the claim of refund of the appellants to be decided subject to legal settlement of the cases pending between the parties, needed to be examined, on which ground the order of the learned Single Judge was set aside and the learned Single Judge was requested to decide the issue afresh.

4. The Division Bench further observed that meanwhile, the 45 days‟ period fixed by the learned Single Judge to take final decision having expired, such final decision, if any, taken meanwhile, could also be challenged before the learned Single Judge. Such final decision, it was held, would be subject to the final outcome of the writ petition. The appeal was disposed of accordingly.

5. Pursuant to such direction of the Division Bench, the matter came up for hearing before this Court. During pendency of the writ petition after remand, GA No.1 of 2022 was filed by the petitioners, challenging the final decision taken by the respondent no.1-CSE on March 15, 2022, inter alia imposing penalty on the writ petitioner on the ground of violation of the Bye-Laws of the CSE as mentioned in the said order.

6. At the outset, learned senior counsel appearing for the CSE raises an objection as to maintainability of the application bearing GA No.1 of 2022, on the ground that the relief sought therein furnished a fresh cause of action, and was beyond the prayers made in the original writ petition and/or the pleadings therein. Learned senior counsel for the CSE argues that the writ court cannot grant any relief beyond the pleadings made in the original writ petition.

7. Secondly, it is argued by the CSE that the writ petition ought to be dismissed in view of availability of equally efficacious alternative remedy available to the writ petitioners by way of arbitration. Clause XXXI of the CSE Bye-Laws, under Chapter XVIII, contains an arbitration clause. It is argued that by dint of the said clause, any dispute arising out of transactions under the said Bye-Laws between the writ petitioner no.1, a registered member of the CSE, and the CSE, is required to be referred to arbitration.

8. Thirdly, it is argued that c