SECURITIES AND EXCHANGE BOARD OF INDIA versus M/S. OPEE STOCK-LINK LTD. & ANR.
[2016] 4 S.C.R. 171, Supreme Court of India, 2016
Outcome: Appeal(s) allowed (Granted)
Segment: Ratio
[2016) 4 S.C.R. 171 
SECURITIES AND EXCHANGE BOARD OF INDIA 
v. 
M/S. OPEE STOCK-LINK LTD. & ANR. 
(Civil Appeal No. 2252of2010) 
JULY 11, 2016 
[ANIL R. DAVE AND R. BANUMATHI, JJ.) 
Securities Contracts (Regulation) Act, 1956 - ss. 13, 2(i) -
Securities and Exchange Board of India Act, 1992 - s. 12A(a), (b), 
(c) - Securities and Exchange Board of India (Prohibition of 
Fraudulent and Unfair Trade Practices Relating to Securities 
Markets) Regulations, 2003 - Initial public offerings (!PO) - Shares 
offered to public at large by two companies - Shares over subscribed 
- Shares meant for Retail Individual Investors cornered through 
hundreds of benami/fictitious demat account holders through off 
market transactions - Violation ofs. 12A(a), (b). (c) of the SEBI Act 
and Regs 3 and 4(1) of the 2003 Regulations - On appeal, held: It 
is clear from the transactions that demat account holders were not 
genuine, they were henami!fictitious and shares were purchased on 
behalf of someone, who had financed these demat account holders, 
at a price less than the market price of the shares - Demat account 
holders used addresses of others and signed in a fishy manner in 
their demat accounts - Entire chain of the transactions of shares 
was against the interest of small investors - Transfer of shares did 
not comply with the requirements of the provision of either s. 13 or 
s. 2(i) of SCRA - Thus, Whole Time Member as well as Adjudicating 
Officer rightly held the off market trading
indulged into by 
respondents to be per se illegal, not fair and in violation of the Act 
as well as Regulations. 
Securities Contracts (Regulation) Act, 1956 - Nature of- Held: 
ls a special law to regulate the sale and purchase of shares and 
securities - Thus, prevails over the provisions of the Contract Act, 
1872 and Sale of Goods Act, 1930, insofar as the matters ~pecifically 
dealt with by the 1956 Act. 
Allowing the appeals, the Court 
A 
B 
c 
D 
E 
F 
G 
HELD: 1.1 From all the transactions, which are in the nature 
H 
171
172 
A 
B 
c 
D 
E 
F 
G 
H 
SUPREME COURT REPORTS 
[2016] 4 S.C.R. 
of a scam, it is clear that the demat account holders were not 
genuine and either they were benami or fictitious and the shares 
were purchased on behalf of someone, who had financed these 
demat account holders and a show was made as if the shares 
were finally sold to the concerned respondents. The entire chain 
of the transactions of shares and doubtful nature of the demat 
holders, establishes the fact that all these transactions were 
nothing but a scam. If the respondents had acted as brokers, 
they ought to have been registered brokers, but they were not. 
By having the said device, the respondents had done something 
which was against the interest of small investors because from 
their quota the shares were allotted to the demat account holders 
who were not genuine. [Para 11] [179-C-E] 
l.2 As a result, the respondents got undue benefit. They 
got the shares transferred from the so called demat holders at a 
price which was less than the market price of the shares. Normally 
such things never happen in a well regulated stock exchange. 
The share prices are known to all persons interested in buying 
or selling shares and in such circumstances, it cannot be believed 
that 553 persons would sell their shares at a time to one particular 
person 11t a price which is much below the prevailing market price 
of the shares. Many of these demat account holders had used 
addresses of others and had signed in
a fishy manner in their 
demat accounts. In fact, the so-called sale of shares was bogus as 
there was someone who had financed all the demat holders, who 
had given back the shares to the respondents to whom they had 
lent their names for getting the shares. The Whole Time Member 
of the SEBI rightly held that the dealings of the respondents were 
not fair and were in violation of the Act as well as the Regulations. 
[Paras 12, 13] [179-E-H; 180-A] 
1.3 Upon perusal of the impugned order passed by the SAT, 
it is found that SAT did not arrived at any specific conclusion to 
the effect that the findings recorded by the Whole Time Member 
as well as the Adjudicating Officer of the SEBI were incorrect or 
perverse. The appeals before the SAT were in nature of First 
Appeal and therefore, it was open to the SAT to re-appreciate 
the evidence after looking at the facts of the case.[Para 14] [180-
B]
SECURITIES AND EXCHANGE BOARD OF INDIA v. 
MIS. OPEE STOCK-LINK LTD. 
1.4 If one looks at the purpose with which the Act has been 
enacted, one can see that its object is to regulate the securities 
market and check unfair trade practices. Its object is also to 
promote fairness and efficiency in all dealings relating to the 
capital market so that confidence of the persons having dealings 
with shares etc. is enhanced. One of the most important objects 
is to protect the interest of the investors. The entire case was 
decided by the Whole Time Member of the SEBI after keeping 
in mind the said object with which the Act has been enacted. The 
Whole Time Member as well as the Adjudicating Officer of the 
SEBI were justified in imposing penalty upon the respondents 
for the reasons recorded by them. [Paras 15, 16) [180-D-E] 
1.5 There is no substance in the submissions made on behalf 
of the respondents to the effect that the price of the shares of Jet 
Airways India Ltd. paid by the respondents to the demat account 
holders was reasonable. Even according to the submission made 
by the counsel, value of the said shares, during the said period 
varied from Rs.1172/- to Rs.1339/- and in such circumstances, 
nobody would believe that all the demat account holders would 
sell their shares at the same rate, viz. Rs.1170/- per share to the 
respondents. These transactions arc, therefore, definitely of fishy 
nature. [Para 17) [180-F-G) 
1.6 The submission to the effect that no
Retail Individual 
Investor had made any complaint to the SEBI is not at all relevant 
because the SEBI need not act only on the basis of a complaint 
received. If from its independent sources, the SEBI, after due 
enquiry comes to know about some illegality or irregularity, the 
SEBI has to act in the manner as it acted in the instant case. The 
fact, however, remains that because of the undue advantage which 
the respondents got, some small investors or Rll must have not 
got the shares, which they ought to have been allotted. tpara 18) 
[180-H; 181-A] 
1.7 The submission that a common address given by several 
demat account holders would not show any irregularity, cannot 
be accepted because normally a person would give his own 
address when he is opening his demat account. Rarely, a person 
would give someone else's address if he is not having any 
permanent address or is likely to shift his residence. In the instant 
173 
A 
B 
c 
D 
E 
F 
G 
H
174 
A 
B 
c 
D 
E 
F 
G 
SUPREME COURT REPORTS 
[2016] 4 S.C.R. 
case, not one or a few, but several demat holders had given one 
particular address and it is also pertinent to note that upon 
initiation of an inquiry at the instance of the SEBI, most of the 
demat accounts had been closed by the demat account holders. 
[Para 19] [181-B-C] 
1.8 Looking at the fact that number of persons, having 
common address of their demat accounts, selling their shares at 
the same price to a particular person before listing of shares of a 
company with a stock exchange is not a normal thing. In the facts 
and circumstances of the case, the submission that the shares 
could have been sold before they were listed with a stock 
exchange and such a sale cannot be illegal, cannot be accepted. 
[Para 20] [181-D-E] 
1.9 The Securities Contracts (Regulation) Act, 1956 (SCRA) 
is a special law to regulate the sale and purchase of shares and 
securities and hence it prevails over the provisions of the 
Contract Act, 1872 and Sale of Goods Act, 1930, insofar as the 
matters which are specifically dealt with by the SCRA. The 
contracts for sale and purchase of securities, as envisaged under 
the SCRA, can be entered into only in a prescribed manner in a 
notified area and that can only be effected through registered 
members of a recognised stock exchange (i.e. stock brokers) 
and the only exception to this is a Spot Delivery Contract. It is 
clear from the definition of 'Spot Delivery Contract'
u/s. 2(1) (b) 
of the SCRA that to enter into such a contract, the seller has to 
effect actual delivery of securities and the buyer has to pay the 
price therefor either on the same day or on the next day and 
further, the said transfer should be coupled with transfer of the 
Securities from one Beneficial Owner (BO) to another. 
Considering the facts and circumstances of.the instant case, the 
transfer of shares did not comply with the requirements of the 
provision of either Section 13 or Section 2(i) of the SCRA. 
Therefore, the off market trading indulged into by the respondents 
was rightly held to be per se illegal by the Whole Time Member. 
[Paras 21, 22) (181-F-H; 182-C-D, F] 
1.10 The submission made to the effect that the Tribunal is 
a final fact finding authority cannot be disputed. According to the 
H 
counsel, the facts found by the SAT should not be disbelieved by
SECURITIES AND EXCHANGE BOARD OF INDIA v. 
M/S. OPEE STOCK-LINK LTD. 
this Court. However, for coming to a definite conclusion contrary 
to the findings arrived at by the lower authority, the appellate 
authority, in the instant case, the SAT, ought to have recorded 
specific reasons for arriving at a different conclusion, but no sound 
reason is found for coming to a different conclusion in the 
impugned order. On the other hand, there is detailed discussion 
for coming to a particular conclusion in the order, which was 
passed by the Whole Time Member of the SEBI and therefore, 
there is no reason for the SAT to disturb the said finding without 
mentioning any strong and justifiable reason for coming to a 
different conclusion. [Para 23] [182-G-H; 183-A] 
1.11 For the said reasons and in view of the submissions 
made by the counsel appearing for the appellant for sustaining 
the orders passed by the Whole Time Member as well as the 
Adjudicating Officer of the SEBI, the impugned order passed by 
the SAT are quashed and set aside. [Para 24] [183-B] 
Bhagwati Developers Pvt. Ltd. v. Peerless General 
Finance and Investment Company Ltd. & Anr. 2013 (7) 
SCR 547 : (2013) 9 SCC 584 - referred to. 
Case Law Reference 
2013 (7) SCR 547 
referred to 
Para 22 
CIVIL APPELLATE JURISDICTION : Civil Appeal No. 2252 
of20I6. 
From the Judgment and Order dated 30.12.2009 of the Securities 
Appellate Tribunal, Mumbai ("SAT") in Appeal No. 20 of2009 
WITH 
C. A. Nos. 2285, 2286, 2294 and
2303 of20 I 0. 
C. U. Singh, Sr. Adv., Pratap Venugopal, Ms. Supriya Jain, Gaurav 
Nair, Ms. Niharika (For M/s. K. J. John & Co.), Advs. for the Appellarit. 
R. P. Bhatt, Sr. Adv., E. C. Agrawala, Mahesh Agarwal, Ankur 
Saigal, Sanjay Mehta, Jitin Mehra, Vikrant Pachnanda, Neelkanth Raj iv 
Mehta, Advs. for the Respondents. 
The Judgment of the Court was delivered by 
ANIL R. DAVE, J. I. All these appeals have been filed under 
the provisions of Section I 5-Z of the Securities and Exchange Board of 
175 
A 
B 
c 
D 
E 
F 
G 
H
176 
A 
B 
c 
D 
E 
F 
G 
H 
SUPREME COURT REPORTS 
[2016) 4 S.C.R. 
India Act, 1992 (hereinafter referred to as 'the Act') challenging the 
impugned order dated 30th December, 2009, passed by The Securities 
Appellate Tribunal, Mumbai (hereinafter referred as "SAT") in Appeal 
Nos. 16 to 20 of 2009, whereby the SAT has allowed the appeals filed 
by the respondents herein and set aside the orders dated 31st December, 
2008 passed by the Whole Time Member and the Adjudicating Officer, 
SEBI. 
2. These are the cases which reflect the manner of getting 
excessive number of shares in an irregular manner, which would 
adversely affect Retail Individual Investors, who are the persons with 
relatively less means and who desire to invest their hard earned money 
into shares of companies, whereby they also make an effort to participate 
in the progress of odr economy. So as to see that the Stock Exchanges 
of the country and the persons connected therewith do not indulge 
themselves into illegalities or irregularities, the Act has been enacted 
and the functionaries under the Act have to see that no financial scams 
take place in the matters relating to issue or transfer of shares, 
management of Stock Exchange etc. One of the important duties of the 
functionaries under the Act is to see that when there is an Initial Public 
Offerings (IPO}, the shares are offered to public at large in a particular 
manner so that even small investors {who have been referred to 
hereinafter as
'Retail Individual Investors' (Rll)}, also get fairly good 
chance to purchase shares of newly floated companies or shares of 
existing companies, as and when they are offered to the public at large. 
3. As we are concerned with issue of shares in the nature of!PO 
(there is initial offering made by Jet Airways Limited and Infrastructure 
Development Finance Company Limited), without referring to much 
details about the transactions of sale or purchase of each company, we 
have referred to the nature of the transactions in general terms. When 
shares of the aforestated companies were offered to the public at large, 
the issue of shares in relation to both the companies had been over 
subscribed. 
4. Somehow it was brought to the notice of the Security and 
Exchange Board of India (SEBI) that several serious irregularities/ 
illegalities had been committed by some persons so as to corner shares 
of the said companies by adopting certain unscrupulous, immoral and 
improper methods not known to the law, which had not only affected the 
RII but had also an effect on the share market because such deal in gs
SECURITIES AND EXCHANGE BOARD OF INDIA v. 
MIS. OPEE STOCK-LINK LTD. [ANIL R. DAVE, J.] 
by certain greedy persons would adversely affect the faith of a common 
man in the functioning of the share market. The basic purpose with 
which the Act was enacted was to see that the share market functions 
properly and effectively so that ultimately it may not adversely affect 
the economy of our country. 
5. Investigations was made by the officials of the SEBJ and in 
pursuance of the said investigation it was revealed that in the matter of 
the !PO of the aforestated two companies, shares which were meant 
for Riis had been cornered through hundreds ofbenami/fictitious demat 
account holders, which was in violation of the provisions of Section I 2A 
(a), (b), ( c) of the SEBI Act, 1992. Moreover it was also found that the 
said transactions were in violation of Regulations 3 and 4( I) of the 
Securities and Exchange Board oflndia (Prohibition of Fraudulent and 
Unfair Trade Practices Relating to Securities Markets) Regulations, 2003 
(hereinafter referred to as 'the Regulations'). 
6. As modus operandi was quite similar in applications for shares 
made in respect of both the companies and parties concerned are 
common, we have referred to the issue of Jet Airways India Limited. It 
was found by the SEBI that respondent in Appeal No.20 of2009 before 
the SAT had received 12,053 shares out of which 3272 shares were 
transferred before the day of listing of shares of the company with
the 
stock exchange, 3598 shares on the day of listing and 5183 shares after 
the day of I isting. The said shares were purchased through off market 
transactions from 553 demat account holders, who had been allotted 
shares of the said company. The shares of the company were listed on 
14'h March, 2005. 
7. The said 553 demat account holders sold the shares to the said 
respondent at the rate of Rs.1170/- per share, though the market value 
of the said shares was much more than Rs.1170/- per share. The said 
shares were thereafter sold by the said respondent at a higher price. 
Upon investigation, it was also found that most of those 553 demat 
account holders were not genuine persons though there is no specific 
finding to that effect but there is a specific finding by the Whole Time 
Member of the SEBI that:-
"(e).There is no material on record that the 553 demat account 
holders were benami or fictitious. Investigation has not been able 
to substantiate this. There are name lenders, as alleged in the 
SCN. The conduct of these account holders substantiates this. 
177 
A 
B 
c 
D 
E 
F 
G 
H
178 
A 
B 
c 
D 
E 
F 
G 
H 
SUPREME COURT REPORTS 
[2016] 4 S.C.R. 
All the 553 accounts behaved exactly in the same manner in terms 
of price and timing, that too, in off market, which is not transparent. 
However, the al legation that these were benam i or fictitious does 
not make any material difference to the main charge that the 
noticees used 553 demat accounts to corner shares in the retail 
segment of the Jet !PO." 
8. The finding by the Whole Time Member of the SEBI is clear to 
the effect that the said respondent had not acted as a share broker. It is 
an admitted fact that the said respondent purchased the shares at the 
rate of Rs.1170/- per share though the market value of the said shares at 
the time when they were purchased was much more and the shares 
were sold at an average market value of Rs.1296.12 paise. Had the 
respondent been a share broker, he wou Id have charged brokerage from 
the demat account holders but the facts found by the authorities making 
the investigation are absolutely different. All the demat holders were 
paid some amount by the concerned respondents and the shares had 
been sold at a much higher price thereafter. In normal circumstances, 
no share holder would sell his shares through a broker or otherwise at a 
price below the market value. In the instant case all the 553 demat 
account holders have received the same price viz. Rs. l 170/- per share 
and that too some of the demat holders sold the shares either on the date
oflisting of shares of the company with the BSE and NSE or even prior 
thereto, when the market price of the shares was also not known or 
determined. In normal circumstances, no man with nonnal prudence 
would ever enter into such type of transaction but in this case all the 553 
demat account holders did it ! 
9. Upon knowing the nature of the transactions, the Whole Time 
Member of the SEBI was convinced that all the transactions pertaining 
to opening of the demat accounts, applications made by the applicants 
holding the demat accounts, sale by those account holders to the 
respondents and sale by the respondents to other buyers of the shares 
were of fishy nature. There is a specific finding by the Whole Time 
Member of the SEBI, who has thoroughly examined the facts of the 
case and has come to the conclusion, like a trial court, to the effect that 
the demat accounts were signed by some persons with different spellings 
of their names and in different manners. We also agree with the findings 
that normally a person would have his same signature everywhere and 
even if at different places he has signed differently, he would never use
SECURITIES AND EXCHANGE BOARD OF INDIA v. 
179 
MIS. OPEE STOCK-LINK LTD. [ANIL R. DAVE, J.) 
different spellings of his name or would sign in a different manner with 
A 
a different spelling of his name. 
I 0. It is also a fact that most of the demat account holders were 
not having their trading accounts and many of them were having a 
common address. Normally, a demat account holder, if a genuine one, 
would use his own correct address while opening and operating his demat 
account. Number of demat account were having same address and that 
too, care of someone else and this makes genuineness of the account 
holders and the transactions doubtful. 
11. From all the transactions, which are in the nature of a scam, 
it is clear that the demat account holders were not genuine and either 
they were benami or fictitious and the shares were purchased on behalf 
of someone, who had financed these demat account holders and a show 
was made as ifthe shares were finally sold to the concerned respondents. 
The entire chain of the transactions of shares and doubtful nature of the 
demat holders, establishes the fact that all these transactions were nothing 
but a scam. If the respondents had acted as brokers, they ought to have 
been registered brokers, but they were not. By having the aforestated 
device, the respondents had done something which was against the 
interest of small investors because from their quota the shares were 
allotted to the ·demat account holders who were not
genuine. 
12. As a result of the aforestated transactions, the respondents 
got undue benefit. They got the shares transferred from the so called 
demat holders at a price which was less than the market price of the 
shares. Normally such things never happen in a well regulated stock 
exchange. The share prices are known to al I persons interested in buying 
or selling shares and in such circumstances, it cannot be believed that 
553 persons would sell their shares at a time to one particular person at 
a price which is much below the prevailing market price of the shares. 
We, once again, note the fact that many of these demat account holders 
had used addresses of others and had signed in a fishy manner in their 
demat accounts. In fact, the so-called sale of shares was bogus as there 
was someone who had financed all the demat holders, who had given 
back the shares to the respondents to whom they had lent their names 
for getting the shares. 
13. The Whole Time Member of the SEBI has very meticulously 
examined the aforestated facts and in our opinion he has rightly come to 
the conclusion that the dealings of the respondents were not fair and 
B 
c 
D 
E 
F 
G 
H
180 
A 
8 
c 
D 
E 
F 
G 
H 
SUPREME COURT REPORTS 
[2016) 4 S.C.R. 
were in violation of the Act as well as the Regulations. 
14. Upon perusal of the impugned order passed by the SAT, we 
do not find any specific conclusion arrived at by the SAT to the effect 
that the findings recorded by the Whole Time Member as well as the 
Adjudicating Officer of the SEBl were incorrect. The appeals before 
the SAT were in nature of First Appeal and therefore, it was open to the 
SAT to re-appreciate the evidence after looking at the facts of the case 
but upon perusal of the impugned order, we do not find any such finding 
to the effect that the findings arrived at by the Whole Time Member as 
well as the Adjudicating Officer of the SEBI were incorrect or perverse 
for a particular reason. 
15. If one looks at the purpose with which the Act has been enacted, 
one can see that its object is to regulate the securities market and check 
unfair trade practices. Its object is also to promote fairness and efficiency 
in all dealings relating to the capital market so that confidence of the 
persons having dealings with shares etc. is enhanced. One of the most 
important objects is to protect the interest of the investors. In our opinion, 
the entire case was decided by the Whole Time Member of the SEBI 
after keeping in mind the aforestated object with which the Act has 
been enacted. 
16. Upon hearing the lea'.ned counsel appearing for both the sides, 
we are of the view that the Whole Time
Member as well as the 
Adjudicating Officer of the SEBI were justified in imposing penalty upon 
the respondents for the reasons recorded by them. 
1 7. We do not find any substance in the submissions made on 
behalf of the respondents to the effect that the price of the shares of Jet 
Airways India Ltd. paid by the respondents to the demat account holders 
was reasonable. Even according to the submission made by the learned 
counsel, value of the said shares, during the said period varied from 
Rs.1172/- to Rs.1339/- and in such circumstances, nobody would believe 
that all the demat account holders would sell their shares at the same 
rate, viz. Rs.1170/- per share to the respondents. These transactions 
are, therefore, definitely of fishy nature. 
18. The submission to the effect that no Retail Individual Investor 
had made any complaint to the SEBI is not at all relevant because the 
SEBI need not act only on the basis ofa complaint received. If from its 
independent sources, the SEBI, after due enquiry comes to know about
SECURITIES AND EXCHANGE BOARD OF INDIA v. 
MIS. OPEE STOCK-LINK LTD. (ANIL R. DAVE, J.] 
some illegality or irregularity, the SEBI has to act in the manner as it 
acted in the instant case. The fact, however, remains that because of 
the undue advantage which the respondents got, some small investors or 
RII must have not got the shares, which they ought to have been allotted. 
19. The learned counsel for the respondents also made a submission 
that a common address given by several demat account holders would 
not show any irregularity. We do not agree with the said submission, 
because normally a person would give his own address when he is opening 
his demat account. Rarely, a person would give someone else's address 
ifhe is not having any permanent address or is I ikely to shift his residence. 
In the instant case, not one or a few, but several demat holders had 
given one particular address and it is also pertinent to note that upon 
initiation of an inquiry at the instance of the SEBI, most of the demat 
accounts had been closed by the demat account holders. 
20. The submission was also to the effect that the shares cou Id 
have been sold before they were listed with a stock exchange and such 
a sale cannot be said to be an illegality. Looking at the fact that number 
of persons, having common address of their demat accounts, selling their 
shares at the same price to a particular person before listing of shares of 
a company with a stock exchange is not a normal
thing. In the facts and 
circumstances of the case, we do not accept the said submission made 
by the learned counsel appearing for the respondents. 
21. We also note that the Securities Contracts (Regulation) Act, 
1956 (SCRA) has been enacted to prevent undesirable transactions in 
securities by regulating the business of dealing therein, by providing for 
certain other matters connected therewith like regulating functioning of 
recognised stock exchanges and working of the members of such stock 
exchanges. The SCRA is a special law to regulate the sale and purchase 
of shares and securities and hence it prevails over the provisions of the 
Indian Contract Act, 1872 and Sale of Goods Act, 1930, insofar as the 
matters which are specifically dealt with by the SCRA. The contracts 
for sale and purchase of securities, as envisaged under the SCRA, can 
be entered into only in a presc1'ibed manner in a notified area and that 
can only be effected through registered members of a recognised stock 
exchange (i.e. stock brokers) and the only exception to this is a Spot 
Delivery Contract. 
22. 'Spot Delivery Contract' is defined in Section 2(i) of the SCRA 
as a contract, which -
181 
A 
B 
c 
D 
E 
F 
G 
H
182 
A 
8 
c 
D 
E 
F 
G 
H 
SUPREME COURT REPORTS 
[2016] 4 S.C.R. 
"(a) provides for actual delivery of securities and the payment of 
a price thereof either on the date of the contract or on the next 
day, excluding the time involved in dispatch of shares and 
remittance of money where parties do not reside in the same 
town/locality; 
(b) transfer of securities by depository from the account of one 
beneficial owner ( demat account) to the account of other beneficial 
owner (demat account) were securities involved are in demat 
form." 
Section 2(i)(b) of the SCRA was introduced in the statute book with 
effect from September 20, 1995. It is clear from the aforestated definition 
of'Spot Delivery Contract' that to enter into such a contract, the seller 
has to effect actual de! ivery of securities and the buyer has to pay the 
price therefor either on the same day or on the next day and further, the 
said transfer should be coupled with transfer of the Securities from one 
Beneficial Owner (BO) to another. Considering the scope of Spot 
Delivery Contract as defined in Section 2(i) of the SCRA in Blutgwati 
Developers Pvt. Ltd. v. Peerless General Finance alul Investment 
Company Ltd. & Anr. (2013) 9 SCC 584, this Court has held as under:-
" ...... a contract providing for actual delivery of securities and the 
payment of price thereof either on the same day as the date of 
contract or on the next day means a spot delivery contract." 
Considering the facts and
circumstances of the present case, the 
transfer of shares did not comply with the requirements of the provision 
of either Section 13 or Section 2(i) of the SCRA. Therefore, the off 
market trading indulged into by the Respondents was rightly held to be 
per se illegal by the Whole Time Member. 
23. The submission made to the effect that the Tribunal is a final 
fact finding authority cannot be disputed. According to the learned 
counsel, the facts found by the SAT should not be disbelieved by this 
Court. However, for coming to a definite conclusion contrary to the 
findings arrived at by the lower authority, the appellate authority, in the 
instant case, the SAT, ought to have recorded specific reasons for arriving 
at a different conclusion, but we do not find any sound reason for coming 
to a different conclusion in the impugned order. On the other hand, we 
find detailed discussion for coming to a particular conclusion in the order, 
which was passed by the Whole Time Member of the SEBI and therefore,
SECURITIES AND EXCHANGE BOARD OF INDIA v. 
183 
MIS. OPEE STOCK-LINK LTD. [ANIL R. DAVE, J.] 
we do not see any reason forthe SAT to disturb the said finding without 
A 
mentioning any strong and justifiable reason for coming to a different 
conclusion. 
24. For the aforestated reasons and in view of the submissions 
made by the learned counsel appearing for the appellant for sustaining 
the orders passed by the Whole Time Member as well as the Adjudicating 
B 
Officer of the SEBI, we quash and set aside the impugned order passed 
by the SAT. 
25. The appeals filed by the SEBI are allowed with no order as to 
costs and the orders passed by the SAT are quashed so as to give effect 
to the orders passed by the Whole Time Member as well as the c 
Adjudicating Officer, SEBI. The said orders shall ·oe acted upon within 
two months from today. 
Nidhi Jain 
Appeals allowed.