ISSUE:
Whether SEBI has the power to adjudicate and investigate the given matter according to Section 11, 11A, 11B of the SEBI Act and under Section 55A of the Companies Act. Or whether the jurisdiction under Section 55A (c) of the Companies Act is with the Ministry of Corporate Affairs (MCA).
Whether the hybrid OFCDs come under the definition of “Securities” within the meaning of the SEBI Act, Companies Act, and The Securities Contracts (Regulation) Act (SCRA) for vesting SEBI with the jurisdiction to adjudicate and investigate.
Whether the issue of the OFCDs to millions of persons who had subscribed to that issue is a Private Placement so that not to come within the scope of SEBI Regulations and various other provisions of the Companies Act.
Whether listing of the provisions under Section 73 compulsorily applies to all the public issues or it only depends on the “intention of the company” for getting listed.
Whether the Public Unlisted Companies (Preferential Allotment Rules) 2003 will be applied in this case or not.
Whether OFCDs are Convertible Bonds and whether they are exempted from the application of SCRA as per the provisions of Section 28(1)(b).
RULE:
The Supreme Court has relied upon Sections 28 (1)(b), 55, 67(3), and 73 of the Companies Act, Section 2(h) of SCRA.