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DLF Ltd. vs. Securities and Exchange Board of India

Updated: Sep 11, 2023

Authored by : Nandini Agarwal*


Citation: AIR 2013 HC W.P.C 8128/2011 & C.M. 18307-08/2011


Bench: Hon’ble Justice Vipin Sanghi


Title:

DLF Ltd                                                 … Petitioner
                                         Versus
Securities and Exchange Board of India                  … Respondent(s)

Jurisdiction:

High Court of Delhi, Civil Appellate Jurisdiction


Laws:

The Companies Act, 1956

The Competition Act, 2002

Article 226 in The Constitution of India

Section 235 of the Companies Act, 1956

Section 26 of the Companies Act, 1956

Section 4 of the Companies Act of 1956

PFUTP Regulations, 1995

DIP Guidelines, 2000

ICDR Regulations, 2009

Section 4 of the Companies Act of 1956


Introduction:

The Security Exchange Board of India (hereinafter referred to as SEBI) and Delhi and Finance Limited (hereinafter referred to as DLF) recently engaged in a legal dispute over the details DLF disclosed in its "red herring prospectus." The disclosure relating to three of DLF's subsidiaries, over which SEBI claimed DLF held constructive control, was challenged by SEBI. Additionally, SEBI claimed that DLF concealed an FIR that had been filed against it, substantially impairing the present and future interests of its prospective shareholders. This was deemed by SEBI to be a flagrant breach of both the disclosure and investor protection (DIP) guidelines[1] and the rules for the issuance of capital and disclosure obligations. SEBI prohibited DLF and six of its senior management officers from accessing the capital market for three years as a result of the same.


This ruling was contested before the Securities Appellate Tribunal, which then investigated the facts and provided more insight into the case that will be examined in more detail. This case sheds significant light on the corporate veil concept, the disclosure obligations when offering shares to seek funds from the capital market, and the conditions and parties involved in a lawsuit to dispute such disclosure of information. Given that DLF is a top building and construction company, there is a focus on establishing the proper standards of transparency. This case establishes a significant precedent for a highly strong corporate and industrial culture.


Publication date and year: September, 2023


D.O.I Link: https://doi.org/10.59126/v2i4a10


10. DLF vs. SEBI
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Preferred Citation: Nandini Agrawal, DLF Ltd. vs. Securities and Exchange Board of India , Vol. II-IV, pg 77-87 (2023).

* Law Graduate from Amity Law School Noida; available at: agarwal.nandani17@gmail.com.

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