The Karnataka High Court has dismissed two Original Side Appeals filed respectively by the Bombay Stock Exchange (BSE) and the Securities and Exchange Board of India (SEBI), thereby upholding the order of the Company Court which allowed Khoday India Limited to proceed with fixing a fresh ‘record date’ for the reduction of share capital and to issue necessary instructions to NSDL and CDSL for implementation.
The Bench of Justice D.K. Singh and Justice Venkatesh Naik T. concluded that the Company Court was justified in directing BSE to confirm the record date despite pending regulatory concerns and litigation before the Supreme Court.
The petitioner, Khoday India Limited, a listed liquor manufacturing company, had sought approval from the Company Court for a scheme involving reduction of share capital, which was sanctioned on 7 August 2014. However, SEBI challenged the process alleging violations of Minimum Public Shareholding (MPS) norms under Rule 19A of the Securities Contracts (Regulation) Rules (SCRR), which mandate listed companies to maintain at least 25% public shareholding.
SEBI claimed that Khoday attempted to circumvent delisting regulations and force minority shareholders to exit without following fair-price discovery mechanisms such as book building. BSE also argued that it could not confirm the record date until Khoday complied with SEBI’s directives.
The High Court held that proceedings under the Companies Act (relating to share capital reduction) and those under SEBI regulations (relating to MPS compliance) were separate and independent. It noted that the reduction of capital sanctioned by the Company Court cannot be used as a shield against SEBI enforcement actions.
The Bench emphasized that the Company Court was competent to direct BSE to act on Khoday’s request for fixing the record date based on the scheme already sanctioned. SEBI remains free to proceed with enforcement for non-compliance with MPS norms, and its regulatory jurisdiction remains intact. The Supreme Court’s interim order dated 27 January 2020 had clearly directed that proceedings could continue without prejudice to SEBI’s rights.
BSE
The Court dismissed both appeals and stated that no adjudication on merits related to regulatory violations would be made at this stage since the matter is pending before the Supreme Court.
Case Details
Case Title: BSE Versus Khoday India Limited
Case No.: Original Side Appeal No.3 Of 2020
Date: 21/11/2025
Counsel For Petitioner: M.G. Nanjappa
Counsel For Respondent: Dr. Adithya Sondhi
