Disposed¶58

Kirloskar Oil Engines Limited v. Securities and Exchange Board of India

Bombay HC4 Apr 2025WP/495/2025

Case brief

AI extract

What is this about?

SEBI LODR Regulations 2015 Regulation 30A Clause 5A Para A Part A Schedule III disclosure of agreements by listed entities disclaimer in disclosure ultra vires Constitution of India strike down subordinate legislation Kirloskar Industries Limited v Securities and Exchange Board of India Kirloskar Brothers interveners inter se dispute withdrawal of writ petitions after regulator statement Securities Appellate Tribunal challenge to earlier SEBI orders kept open disposed of as withdrawn no costs interim applications disposed Bombay High Court OOCJ 23-09-2025 R.I. Chagla Farhan P. Dubash Darius Khambata Birendra Saraf Advocate General.

What did the court decide?

Petitioners permitted to withdraw; captioned Writ Petitions disposed of as withdrawn; no orders as to costs; Interim Applications disposed of as not surviving. ¶58

Kirloskar Oil Engines Limited vs Securities… — Securities and Capital Markets | Bombay HC (2025)

What the court decided

AI extract

Outcome

Petitioners permitted to withdraw; captioned Writ Petitions disposed of as withdrawn; no orders as to costs; Interim Applications disposed of as not surviving.

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Issue for consideration

Whether Regulation 30A read with Clause 5A of Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is ultra vires the Constitution of India and contrary to principles of law, and liable to be struck down — raised but not adjudicated, as the Petitions were withdrawn after SEBI's statement.

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Court's answer

SEBI's statement (made through the learned Advocate General on instructions) was recorded and accepted: mere disclosure of any agreement by a listed entity under Regulation 30A read with Clause 5A of Para A of Part A of Schedule III of the SEBI LODR Regulations, 2015 shall not by itself mean that the Company admits such agreement as binding on itself, as having an impact on its management or control, or as imposing any restriction or creating any liability upon itself; listed entities may include such a disclaimer as part of their disclosure.

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Ratio / Principle

The Court accepted both statements (SEBI's clarification and the Petitioners' offer to withdraw) and expressly clarified that it had not gone into the merits or contentions of the parties regarding their dispute, which is expressly kept open.

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Key takeaways

SEBI's statement does not tantamount to a dilution of any earlier order(s) passed by SEBI, nor does it affect the Petitioners' challenge to such order(s) pending before the Securities Appellate Tribunal, including the inter se dispute between the parties and the Interveners – Kirloskar Brothers.ratio¶52
The Court noted that the Intervener – Kirloskar Brothers objected to the statement made by SEBI.obiter¶56
The Petitioners were permitted to withdraw the Writ Petitions; all the captioned Writ Petitions were disposed of as withdrawn, with no orders as to costs, and the Interim Applications filed in the Petitions, not surviving, were also disposed of.

Detailed headnote1 paragraphs

Bombay High Court (Ordinary Original Civil Jurisdiction), Coram R.I. Chagla & Farhan P. Dubash, JJ., 23 September 2025 — Five Writ Petitions (Nos. 702, 495, 560, 607 and 710 of 2025) by Kirloskar Industries Limited & Anr. against SEBI sought a declaration that Regulation 30A read with Clause 5A of Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is ultra vires the Constitution of India and contrary to principles of law, and its striking down. After pleadings were completed, SEBI (through learned Advocate General Dr. Birendra Saraf) stated on instructions that mere disclosure of any agreement by a listed entity under the said provision shall not by itself mean that the Company admits the agreement as binding, as impacting its management or control, or as imposing any restriction or liability, and that listed entities may include a disclaimer as part of their disclosure. On that statement, the Petitioners (led by Senior Counsel Mr. Darius Khambata) offered to withdraw the Petitions. The Court accepted both statements, permitted withdrawal, and disposed of the captioned Writ Petitions as withdrawn with no orders as to costs; the Interim Applications did not survive and were disposed of. The Court expressly did not enter the merits, kept all disputes open (including proceedings before the Securities Appellate Tribunal and the inter se dispute with the Interveners – Kirloskar Brothers, who objected to SEBI's statement), and clarified that SEBI's statement does not dilute any earlier SEBI order(s) or the Petitioners' pending challenges thereto before the Tribunal.

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901,39 to 42-WP 702.25, WP 495.25, WP 560.25, WP 607.25, WP 710.25 with IAs.doc

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Kavita S.J.

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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WRIT PETITION NO.702 OF 2025

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Kirloskar Industries Limited & Anr.,

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...Petitioners

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Versus

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Securities and Exchange Board of India ...Respondent

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WITH INTERIM APPLICATION NO.946 OF 2025

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WRIT PETITION NO.702 OF 2025

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AND

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WRIT PETITION NO.495 OF 2025

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WITH INTERIM APPLICATION NO.945 OF 2025

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WRIT PETITION NO.495 OF 2025

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AND

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WRIT PETITION NO.560 OF 2025

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WITH

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INTERIM APPLICATION NO.928 OF 2025

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WRIT PETITION NO.560 OF 2025

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AND

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KAVITA SUSHIL JADHAV Digitally signed byKAVITA SUSHIL JADHAV Date: 2025.09.25 10:46:08 +0530

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WRIT PETITION NO.607 OF 2025

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WITH

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INTERIM APPLICATION NO.1066 OF 2025

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WRIT PETITION NO.607 OF 2025

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1/5

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901,39 to 42-WP 702.25, WP 495.25, WP 560.25, WP 607.25, WP 710.25 with IAs.doc

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AND

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WRIT PETITION NO.710 OF 2025 WITH INTERIM APPLICATION NO.922 OF 2025 IN WRIT PETITION NO.710 OF 2025

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Mr. Darius Khambata, Senior Counsel a/w Mr Kunal Katariya, Mr. Tushar Hathiramani, Mr. Tushar Ajinkya, Ms. Sukanya Sehgal, Ms. Misha Matlani, Ms. Bhavi Shah and Mr. Vedant Lathi i/b ThinkLaw for Petitioners.

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Dr. Birendra Saraf, Ld. Advocate General a/w Ms Nidhi Singh, Mr Nishin Shrikhande and Ms Nidhi Faganiya i/b Vidhii Partners for Respondent – SEBI in WP/495/2025.

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Ms. Nidhi Singh a/w Mr. Nishin Shrikhande and Ms Nidhi Faganiya i/b Vidhii Partners for Respondent – SEBI in WP/702/2025, WP/560/2025, WP/607/2025 and WP/710/2025.

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Mr. Janak Dwarkadas, Senior Counsel a/w Mr. Chirag Kamdar, Counsel a/w Mr. Rustam Gagrat, Ipshita Sen, Kanchan Shivkar, Yashasvini Bhatt, Esha Todkar & Reet Choudhary i/b Gagrats for the Kirloskar Brothers – Interveners in IA 945/2025 in WP 495/2025.

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Mr. Ameet K. Deshpande, Senior counsel a/w Mr. Saurabh Sinha, Counsel a/w Mr. Rustam Gagrat, Ipshita Sen, Kanchan Shivkar, Yashasvini Bhatt, Esha Todkar & Reet Choudhary i/b Gagrats for the Kirloskar Brothers – Interveners in IA 925/2025 in WP 560/2025.

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Mr. Chirag Kamdar, Counsel a/w Mr. Rustam Gagrat, Ipshita Sen, Kanchan Shivkar, Yashasvini Bhatt, Esha Todkar & Reet Choudhary i/b Gagrats for the Kirloskar Brothers – Interveners in IA 928/2025 in WP 560/2025, IA 922/2025 in WP 701/2025, IA 1066/2025 in WP 607/2025 & IA 946/2025 in WP 702/2025.

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CORAM : R.I. CHAGLA AND FARHAN P. DUBASH, JJ. DATED : 23^rd SEPTEMBER, 2025.

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2/5

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901,39 to 42-WP 702.25, WP 495.25, WP 560.25, WP 607.25, WP 710.25 with IAs.doc

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ORDER :

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This Writ Petition has been filed seeking declaration of Regulation 30A read with clause 5A of Para A of Part A of the Securities and Exchange Board of India (“ SEBI ”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 to be ultra vires of the Constitution of India and contrary to principles of law, and to strike down Regulation 30A read with Clause 5A of Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as being unconstitutional.

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After the Writ Petition has been filed and has come up before this Court and pleadings have been completed, Dr. Birendra Saraf, learned Advocate General appearing on behalf of the SEBI states on instructions that though the listed entities, under Regulation 30A read with Clause 5A of Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI LODR Regulations ”), are required to disclose certain agreements as set out therein, the mere disclosure of any agreement by a listed entity, shall not, by itself mean that the Company admits such agreement as binding on itself or as having an impact on its management or control, or imposing any restriction or

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3/5

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901,39 to 42-WP 702.25, WP 495.25, WP 560.25, WP 607.25, WP 710.25 with IAs.doc

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creating any liability upon itself. The listed entities may include such

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a disclaimer as a part of their disclosure.

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In view of the above statement made on behalf of SEBI,

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Mr. Khambata, learned Senior Counsel appearing for the Petitioner states on instructions that the Petitioners are willing to withdraw the captioned Petitions.

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We accept both the statements as recorded above. We make it clear that we have not gone into the merits or contentions of the parties regarding their dispute which is expressly kept open. All pending proceedings between the parties including proceedings pending before Securities Appellate Tribunal will be decided on their own merits. It is further made clear that the aforesaid statement of SEBI does not tantamount to a dilution of any earlier order(s) that may have been passed by SEBI or in the Petitioner’s challenge to the said order(s) which are pending consideration before by the Securities Appellate Tribunal, including the inter se dispute between the parties to the proceedings as well as the Interveners – Kirloskar Brothers.

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