- 1 - HC-KAR CNR: KAHC010278102017 NC: 2026:KHC:36501 WP No. 12969 of 2017 C/W WP No. 13401 of 2017 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 16TH DAY OF JULY, 2026 BEFORE THE HON'BLE MR. JUSTICE M.G.S. KAMAL WRIT PETITION NO. 12969 OF 2017 (GM-RES) C/W WRIT PETITION NO. 13401 OF 2017 (GM-RES) IN WP No. 12969/2017 BETWEEN: 1. BALANOOR PLANTATIONS & INDUSTRIES LIMITED A COMPANY REGISTERED UNDER THE COMPANIES ACT, 1913 AND HAVING ITS REGISTERED OFFICE AT 3RD FLOOR, "EMPIRE INFANTRY" 29, INFANTRY ROAD BENGALURU-560 001 REPRESENTED BY ITS MANAGING DIRECTOR MR. ASHOK KURIYAN 2. MR. ASHOK KURIYAN PROMOTER AND MANAGING DIRECTOR HAVING OFFICE AT BALANOOR PLANTATIONS & INDUSTRIES LIMITED 3RD FLOOR, "EMPIRE INFANTRY" 29, INFANTRY ROAD, BENGALURU-560 001 …PETITIONERS (BY SRI. UDAY HOLLA, SENIOR COUNSEL A/W SRI. THOMAS VELLAPALLY AND SRI. RICAB CHAND, ADVOCATES) Digitally signed by SUMA B N Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR CNR: KAHC010278102017 NC: 2026:KHC:36501 WP No. 12969 of 2017 C/W WP No. 13401 of 2017 AND: 1. UNION OF INDIA REPRESENTED BY THE SECRETARY TO GOVERNMENT MINISTRY OF CORPORATE AFFAIRS SHASTRI BHAVAN NEW DELHI-110 001 2. SECURITIES AND EXCHANGE BOARD OF INDIA PLOT NO. C4-A, "G" BLOCK BANDRA KURLA COMPLEX BANDRA (EAST) MUMBAI-400 051 REPRESENTED BY CHAIRMAN 3. SECURITIES AND EXCHANGE BOARD OF INDIA 2ND FLOOR, JEEVAN MANGAL BUILDING NO.4, RESIDENCY ROAD BENGALURU-560 025 REPRESENTED BY CHAIRMAN 4. NATIONAL STOCK EXCHANGE OF INDIA LTD., EXCHANGE PLAZA PLOT NO.C1, G BLOCK BANDRA KURLA COMPLEX BANDRA EAST, MUMBAI-400 051 REPRESENTED BY CHIEF MANAGER 5. MSE SECURITIES LTD (FORMERLY MADRAS STOCK EXCHANGE LTD) EXCHANGE BUILDING NEW NO.30, SECOND LINE BEACH CHENNAI-600 001 REPRESENTED BY MANAGING DIRECTOR …RESPONDENTS (BY SRI. B.S. VENKATA NARAYANA, ADVOCATE FOR R1; SRI. R.V.S. NAIK, SENIOR COUNSEL A/W SMT. RASHMI SUBRAMANYA, ADVOCATE FOR R2 AND R3; - 3 - HC-KAR CNR: KAHC010278102017 NC: 2026:KHC:36501 WP No. 12969 of 2017 C/W WP No. 13401 of 2017 SRI. SHIVABHUSHAN S. HATTI, ADVOCATE FOR R4; VIDE ORDER DATED 27.11.2024 NOTICE TO R5 IS DISPENSED WITH) THIS WRIT PETITION IS FILED UNDER ARTICLE 226 OF THE CONSTITUTION OF INDIA, PRAYING TO CALL FOR THE RECORDS RELATING TO IMPUGNED CIRCULAR DATED 10.10.2016 AT ANNEX-Q, ISSUED BY R-2 AND QUASH THE SAME AND DECLARE THAT THE PETITIONER COMPANIES ARE NOT REQUIRED TO LIST IN ANY RECOGNISED STOCK EXCHANGE OR PROVIDE EXIT OPTION TO ITS NON PROMOTER SHAREHOLDERS AND ETC. IN WP NO. 13401/2017 BETWEEN: LINGAPUR ESTATES LTD A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 1956 HAVING ITS REGISTERED OFFICE AT LAKSHMI COFFEE CURING WORKS POST BOX NO.14, BELUR ROAD HASSAN-573 201 HASSAN DISTRICT AND ITS ADMINISTRATIVE OFFICE AT "SRI VAIDYANATHA VIJAYAM" NO.1/8, ARTILLERY ROAD HALASURU, BENGALURU-560 008 REPRESENTED BY ITS WHOLETIME DIRECTOR, MR. V. MURALI ...PETITIONER (BY SRI. APPAIAH P.B, ADVOCATE) AND: 1. UNION OF INDIA MINISTRY OF FINANCE DEPARTMENT OF ECONOMIC AFFAIRS - 4 - HC-KAR CNR: KAHC010278102017 NC: 2026:KHC:36501 WP No. 12969 of 2017 C/W WP No. 13401 of 2017 NORTH BLOCK, NEW DELHI-110 001 REPRESENTED BY ITS JOINT SECRETARY 2. SECURITIES AND EXCHANGE BOARD OF INDIA A STATUTORY BODY CONSTITUTED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 HAVING ITS HEAD OFFICE AT SEBI BHAVAN PLOT NO.C4-A, 'G' BLOCK BANDRA KURLA COMPLEX BANDRA (EAST) MUMBAI-400 051 AND ITS BENGALURU LOCAL OFFICE AT 2ND FLOOR, JEEVAN MANGAL BUILDING NO.4, RESIDENCY ROAD BENGALURU-560 025 REPRESENTED BY ITS EXECUTIVE DIRECTOR MARKET REGULATION DEPARTMENT 3. METROPOLITAN STOCK EXCHANGE OF INDIA LTD A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 1956 HAVING ITS HEAD OFFICE AT VIBGYOR TOWERS, 4TH FLOOR PLOT NO.C-62, 'G' BLOCK BANDRA KURLA COMPLEX BANDRA (EAST), MUMBAI-400 051 AND ITS CHENNAI REGIONAL OFFICE AT 1-A, AKSHAYA PLAZA NOS. 55-56, HARRIS ROAD PUDUPET, CHENNAI-600 002 REPRESENTED BY ITS MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER ...RESPONDENTS (BY SRI. H. MALLAN GOUD, ADVOCATE FOR R1; SRI. R.V.S. NAIK, SENIOR COUNSEL A/W SMT. RASHMI SUBRAMANYA, ADVOCATE FOR R2; - 5 - HC-KAR CNR: KAHC010278102017 NC: 2026:KHC:36501 WP No. 12969 of 2017 C/W WP No. 13401 of 2017 VIDE ORDER DATED 02.07.2026 NOTICE TO R3 IS HELD SUFFICIENT) THIS WRIT PETITION IS FILED UNDER ARTICLE 226 OF THE CONSTITUTION OF INDIA, PRAYING TO QUASH THE CIRCULAR DT.10.10.2016 ISSUED BY R-2 VIDE ANNEX-E AND DIRECT R-3 TO SUITABLY AMEND ITS LISTING CRITERIA SO AS TO COMPLY WITH THE MANDATE ISSUED BY R-2 BY THE CIRCULAR DTD.30.5.2012 AS AT ANNEX-B TO FACILITATE THE LISTING OF THE SHARES OF THE PETITIONER WITH R-3 AND ETC. THESE PETITIONS, COMING ON FOR ORDERS, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE M.G.S. KAMAL ORAL ORDER 1. Petitioners in these two writ petitions are before this Court being aggrieved by the Circular dated 10.10.2016, issued by the respondent No.2-SEBI produced at Annexure-Q in W.P.No.12969/2017 and Annexure-E in W.P.No.13401/2017. 2. By the said circular dated 10.10.2016, respondent No.2- SEBI has provided a policy for facilitating the exit of de- recognized/non-operational stock exchanges and exit to the share holders of exclusively listed companies by allowing them to be listed on nationwide stock exchanges. - 6 - HC-KAR CNR: KAHC010278102017 NC: 2026:KHC:36501 WP No. 12969 of 2017 C/W WP No. 13401 of 2017 3. Heard Sri. Uday Holla, learned Senior counsel appearing for Sri. Thoman Vellapaly and Sri. Ricab Chand, learned counsel for the petitioners in W.P.No.12969/2017 and Sri. Appaiah P.B, learned counsel for the petitioner in W.P.No.13401/2017 and Sri. R.V.S. Naik, learned Senior counsel appearing for respondent Nos.2 and 3 4. One of the reliefs sought in the writ petition in W.P.No.12969/2017 is for direction to consider the representations made by the petitioners therein as per Annexures-T and X. 5. After arguing the matter at length, there is a consensus amongst the learned counsel for the parties, in that, it is submitted that in the light of the subsequent communication/circular dated 25.07.2017 issued by the respondent No.2-SEBI as per Annexure-R8, if the petitioners are permitted to submit additional/ supplementary representation, opting for any of the options provided under the said communication/circular at Annexure-R8, with a direction to consider the same in the light of the observation made in the order passed by - 7 - HC-KAR CNR: KAHC010278102017 NC: 2026:KHC:36501 WP No. 12969 of 2017 C/W WP No. 13401 of 2017 the learned Single Judge of Kerala High Court in the case of Tropical Plantation Ltd., and others v. Union of India and others in W.P.No.336/2017 decided on 21.03.2018, which was affirmed by the Division Bench of the Kerala High Court in the case of Tropical Plantation Ltd., and others v. Union of India and others in W.A.No.1111/2018 decided on 12.06.2018, the purpose of the petitions would be served. 6. Learned counsel for the petitioner in W.P.No.13401/2017, submits that the petitioner in the said petition have not made any representation and they also be granted such liberty/opportunity. 7. Learned Senior counsel appearing for respondent Nos.2 and 3 submits that if such representations are made, same will be considered in accordance with law. 8. Additionally,[ learned Senior counsel appearing for the respondent-SEBI also submitted that notwithstanding the consideration of the representation made and the supplementary representations to be made, one of the - 8 - HC-KAR CNR: KAHC010278102017 NC: 2026:KHC:36501 WP No. 12969 of 2017 C/W WP No. 13401 of 2017 indispensable requirement is that the petitioners shall start the process of valuing the shares and if that is done, that will ease the further requirement in considering the representations as per the guidelines provided in the impugned circular within time bound manner. 9. Learned Senior counsel appearing for the petitioner in W.P.No.12969/201 and learned counsel appearing for the petitioner in W.P.No.13401/2017 have no objections for the same. 10. Taking the submissions on record, petitions are disposed of, with the following: ORDER (i). Petitioners in W.P.No.12969/2017, who have already submitted representations as per Annexures- T and X are at liberty to make further/additional representation, providing the options as contained in communication/circular dated 25.07.2017 produced by the respondent-SEBI as per Annexure-R8 within - 9 - HC-KAR CNR: KAHC010278102017 NC: 2026:KHC:36501 WP No. 12969 of 2017 C/W WP No. 13401 of 2017 thirty days from the date of receipt of certified copy of this order. (ii). Petitioner in W.P.No.13401/2017 is also at liberty to submit a similar representation within thirty days from the date of receipt of certified copy of this order. (iii). Petitioners in both the writ petitions shall also undertake the process of valuing the shares and submit the valuation, so made in terms of guidelines issued in the impugned circular dated 10.10.2016. Such valuation shall be submitted within an outer limit of three months from the date of receipt of certified copy of this order. (iv). While, considering the representations made by the petitioners, respondent No.2-SEBI shall take into account of the same and also keeping in mind the directions/observation made by learned Single Judge of the Kerala High Court in the case of Tropical Plantation Ltd., and others v. Union of India - 10 - HC-KAR CNR: KAHC010278102017 NC: 2026:KHC:36501 WP No. 12969 of 2017 C/W WP No. 13401 of 2017 and others in W.P.No.336/2017 decided on 21.06.2018, which is affirmed by the Division Bench of the said Court in Tropical Plantation Ltd., and others v. Union of India and others in W.A.No.1111/2018 decided on 12.06.2018. (v). Respondent No.2-SEBI shall also provide personal hearing, if need be and pass necessary orders in accordance with law one way or the other and communicate the same to the petitioners within an outer limit of six months from the date of petitioners submitting the valuations of the shares. (vi) All contentions are kept open. (vii) It is further made clear, the respondent No.2- SEBI shall not precipitate the matter by initiating any coercive action until the disposal of the case of the petitioners, by it, as directed above. Sd/- (M.G.S. KAMAL) JUDGE RL List No.: 1 Sl No.: 46