Goodrich Logistics Private Limited vs SEBI & Others on 20 December 2024

O R D E R

Per : Justice P. S. Dinesh Kumar, Presiding Officer (Oral)

This appeal is filed with the prayers, inter-alia, to immediately put on hold the IPO proceedings of Respondent No. 2.

2. We have heard Shri Joby Mathew, learned advocate for the appellant and Shri Sumit Rai, learned advocate for the SEBI and Shri P. N. Modi, learned senior advocate for the respondent Nos. 2 and 3.

3. At the outset, Shri Modi raised a preliminary objection with regard to maintainability of this appeal. He submitted that appellant claims to be a creditor of the respondent No. 2 company. Respondent No. 2 company, has issued IPO which started from December 18, 2024 and will be ending on December 23, 2024. Adverting to the interim prayer, we pointed out that the appellant has sought for a direction to put on hold the IPO proceedings of the respondent no. 2. He submitted that in the event, the appellant has any grievance with regard to his monetary claim against the company, he may choose appropriate forum to recover the same. He further submitted that

there is no order passed by the SEBI which could be challenged under Section 15T of the SEBI Act.

4. Shri Sumit Rai for SEBI also argued on the similar lines raising the preliminary objection with regard to maintainability of this appeal.

5. In response, Shri Mathew submitted that respondent No. 2 has not disclosed the appellant as a creditor in RHP. Appellant has initiated proceedings against respondent No. 2 and this fact is also not disclosed in the RHP. Therefore, the investors will be misled. The appellant has brought these facts to SEBI’s notice and requested to take action but the SEBI has not taken any action. With these submissions, he prayed for a direction against the SEBI to dispose of his representation immediately and in the meanwhile to put IPO of the respondent No. 2 company on hold.

6. We have carefully considered rival contention and perused the records.

7. Appellant’s case is, that it is a creditor of respondent No. 2. Accordingly, it has initiated proceedings before the NCLT. According to Shri Mathew, the company has not disclosed in the RHP

that appellant is a creditor which amounts to violation of the SEBI Regulations.

8. In substance, appellant’s main grievance is that the debt recoverable by the appellant is not shown in the financial statement of the respondent No. 2 and not mentioned as a risk factor in RHP.

9. Shri Modi, learned senior advocate, adverting to the page no. 13 of the appeal pointed out that appellant himself has extracted a portion of RHP wherein the amount of Rs. 594.77 million claimed by the appellant is mentioned.

10. It is settled that a creditor will have to work out his remedy before an appropriate forum for redressal of his grievance with regard to the recovery of money. So far as the disclosure aspect is concerned, it is for the SEBI to examine as a regulator.

11. We may record that there is no order passed by the SEBI appealable under Section 15T of the SEBI Act. Therefore, we see no merit in the appeal. Hence, the following :

ORDER

i. Appeal is dismissed with no order as to costs.

ii. Misc. Application(s), if any, stand disposed of.

Justice P. S. Dinesh Kumar Presiding Officer

Ms. Meera Swarup Technical Member

Dr. Dheeraj Bhatnagar Technical Member 20.12.2024 PTM MRS PRAMILA Digitally signed by MRS PRAMILA Date: 2025.01.09 17:24:30 +05'30'