# In the matter of IFB Agro Industries Ltd. vs. SICGIL India Ltd. and Ors.

> SC judgment dated 2023-01-04. Citation: TCN-2023-SC-00104. This case involves an appeal concerning the rectificatory jurisdiction of the National Company Law…

- **Court:** SC
- **Order date:** 4 Jan 2023
- **Citation:** TCN-2023-SC-00104
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/supreme-court-of-india/ifb-agro-industries-ltd-vs-sicgil-india-ltd-and-ors-c7033b43

## Summary

### Background

This case involves an appeal concerning the rectificatory jurisdiction of the National Company Law Tribunal (NCLT) under Section 59 of the Companies Act, 2013, in relation to violations of the Securities and Exchange Board of India (SEBI) regulations. The appellant, IFB Agro Industries Limited, filed a petition before the Company Law Board (CLB) under Section 111A of the Companies Act, 1956, seeking rectification of its register by deleting the names of the respondents as owners of shares exceeding the 5% threshold. The NCLT allowed the petition and directed the appellant to buy back the shares held by the respondents. The Appellate Tribunal set aside this direction, stating that the NCLT exceeded its jurisdiction. The Supreme Court is now considering the appeal

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## Facts

IFB Agro Industries Limited (the Appellant) is a listed company. Sicgil India Limited and others (the Respondents) are also listed companies. In August 2003, Respondent No. 2 proposed a business tie-up with the Appellant, which was rejected. Subsequently, the Respondents began acquiring shares of the Appellant from the open market. By January 18, 2004, the Respondents collectively held just under 5% of the Appellant's paid-up share capital. On January 19, 2004, Respondent No. 1 acquired 600 equity shares of the Appellant, causing the Respondents' aggregate shareholding to exceed 5%, triggering Regulation 7(1) of the SEBI (SAST) Regulations, which requires disclosure. The Respondents allegedly sent an intimation to the Appellant on January 20, 2004, received on January

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## Issues and analysis

### Issue 1: Whether the acquisition of shares by the Respondents without complying with the statutory …

**Ratio:** The principle established in Ammonia Supplies Corporation (P) Ltd. v. Modern Plastic

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**Reasoning:** The court reasoned that the regulatory jurisdiction of SEBI is comprehensive and includes

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**Interpretation:** The court interprets Section 111A of the Companies Act, 1956 (now Section 59 of

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**Application:** The court applied the ratio by holding that the appellant's petition before the

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## Parties

- **Judges:** Pamidighantam Sri…
- **Appellants:** IFB AGRO INDUSTRIE…
- **Respondents:** SICGIL INDIA…

## Timeline

- **2003-08-01 — Business Tie-up…**: Respondent No. 2 proposed a business tie-up…
- **2004-01-18 — Shareholding…**: Respondents collectively held just under 5%…

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