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An estimated 44-minute read
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Following the success of the First GNLU Moot on Securities and Investment Law, 2015, Gujarat National Law University, Gandhinagar, is proud to announce the second edition of the only Securities and Investment law moot in India.
 
This Edition will witness 30 teams competing for the prizes of Winning Team, Runners-Up Team, Best Orator, Best Researcher, and Best Written Submissions.
 
The Registrations are set to begin at 5 pm on the 9th, and the competition will span a period of 3 days, ending with the final round on the 11th of September, 2016. We shall be bringing you live and exclusive updates from the opening ceremony onwards. Do remember to follow us on Twitter and Facebook!
 
Stay tuned for updates!
 
5:20 pm: The teams are registering now. Each team gets GNLUMSIL folders, tee shirts and a box of pastries! The Opening Ceremony shall commence once the registration has been completed.
 
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5:41 pm: There are lots of prizes and trophies up for grabs at the GNLUMSIL, 2016!
 
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 5:50 pm: Looks like the teams have their priorities sorted! 
 
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 6:12 pm: The Opening Ceremony has now commenced. Udita Bhatt and Astha Singh, students of GNLU and members of the OC are compering for the same. On the dias, we have Dr. Bimal N. Patel, Director, Gujarat National Law University, Gandhinagar, Dr. Mamata Biswal, Dean of Academic Affairs, Mr. Girish R., Faculty Convener of GNLUMSIL and Dr. Thomas Mathew, Registrar, GNLU.
 
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6:15 pm: Dr. Bimal N. Patel, Director, GNLU is now providing the welcome address. He welcomes the participants and expresses his satisfaction at the aim of GNLU to push the frontiers of knowledge and explains how GNLUMSIL, 2016 is one such innovative step in that process.
 
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6:18 pm: He discusses the importance of Securities and Investment laws as one advances in their law school life, and appreciates how the problem for this moot is based on relevant problems that this field faces.
 
6:20 pm: He congratulates the faculty members on envisaging a moot that discusses problems that are relevant and will continue to be so for a decade or more. Further, since the moot has seen increased participation this edition, he reflects on the efficiency and competence of the organizing faculty. He stresses on the fact that the scope to make this moot an international success lies in the fact that the financial sector presents a ready-made market.
 
6:22 pm: He advises the participants to keep their minds open and allow learning to take place within and outside the courtrooms from participants of other universities. He stresses on the fact that one only loses if they give up, and not if they continue to strive. He ends with a warm welcome extended to all participants on behalf of GNLU, the faculty and the student members. 
 
6:25 pm: Dr. Mamata Biswal, Dean, Academic Affairs, GNLU is now welcoming the participants to this 2nd edition of the GNLU Moot on Securities and Investment Law. She dissects what it is that makes a good lawyer- an understanding of the law, the skill of interpreting the law, and skills of advocacy, and stresses on how GNLUMSIL hones all of them in budding lawyers.
 
6:28 pm: She discusses the various intricacies of the capital market and SEBI and the expansion of the same, accompanied by the changes of the SEBI regulation regime. She discusses the landmark Pan Asia judgement. 
 
6:32 pm: Given that the Dean teaches Corporate Law, she expresses her passion by elaborating on various aspects of the Securities and Investment Laws. She congratulates the student OC on creating a platform for young minds to express their advocacy skills in this field.
 
6:33 pm: Dr. Thomas Mathew, Registrar, GNLU, reminisces about the various steps which have been taken by GNLU in order to ensure that the events hosted by it are a success and appreciates the role of the sponsors in making the same possible. 
 
6:35 pm: He differentiates between education and competition, in that a competition enables a student to analyse strenghts and weakness in order to make a mark in the chosen field.
 
6:36 pm: He congratulates the participants and wishes the teams the best!
 
6:37 pm: Mr. Girish R, Faculty Convener, GNLUMSIL is now commencing his welcome address. He celebrates the growth of GIMC, which he has been a part of for 9 years, and the growth of GNLUMSIL in the past 2 years and hopes to see further growth and success for both competitions. 
 
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6:40 pm: He thanks Director Sir in his unwavering support for GNLUMSIL, and to achieve the aims of making it the best moot court competition in India. He further elaborates on the Prizes that shall be distributed to the participants and encourages them to give this moot their entire corpus of effort. 
 
6:44 pm: He enumerates the various programmes, courses and training programmes offered by GNLU and the opporunities made available to the students in divergent areas of law. He advised the participants to keep in touch with GNLU and participate in these outreach opportunities conducted by the University. He welcomes all the participants warmly and assures the participants that the competition will be conducted in the fairest manner possible. 
 
6:50 pm: Sudipta Purkayastha and Dhruv Malhotra, shall now be taking the participants through the rules of the competition. 
 
7:05 pm: The Researchers' Test is now commencing.
 
Stay tuned for further updates, and the results from tomorrow onwards. Do remember to follow us on Twitter and Facebook!
 
DAY 2
 
10:15 am: The Preliminary Rounds have commenced. There are 5 courtrooms, each being adjudicated by a Division Bench, with 6 rounds per court room. 
 
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04:00 pm: A Photograph session for the Faculty, participants and OC members with all the Preliminary round judges is underway!
 
10:30 pm: The Preliminary rounds saw fierce competition between the participants where they put forth their arguments brilliantly and rebutted the arguments of their opponents with well researched and well thought out constructs. The final round in the last court room in session is underway and once it is over, we shall have the result. Stay tuned for the results!
 
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12:04 am: The results are out!!!! The following team codes as mentioned below have qualified for the Quarter-Finals. 
 
Team Code: 112 (18 points)
 
Team Code: 104 (17 points)
 
Team Code: 129 (17 points)
 
Team Code: 108 (16 points)
 
Team Code: 121 (15 points)
 
Team Code: 116 (14 points)
 
Team Code: 134 (13 points)
 
Team Code: 101 (13 points)
 
Rank 8 shall clash with rank 1 tomorrow morning and subsequently in the same manner, the other match-ups shall be determined. Stay tuned for the photographs from the Quarter-Finals as well as the live feed of arguments and advocacy skills from the Semi-finals and finals as well tomorrow!
 
DAY 3
 
09:30 am: The quarter final rounds are now underway! The counsels are arguing their case, putting forth authorities and examples, and convincing the bench to decide in their favour. 
 
11:30 am: The Quarter final rounds have come to an end and the results are here to be announced. The following teams shall be competing in the Semi-final rounds-
 
Team Code: 112
 
Team Code: 104
 
Team Code: 129
 
Team Code: 121
 
The matchups are as follows: CR1: 121A v. 112R and CR2: 104A v. 129R
 
11:52 am: Stay tuned for the Semi-final rounds which shall commence shortly where we shall bring you a live feed from both the courtrooms!
 
12:29 pm: The Courtrooms are ready and the Semi-final rounds shall be adjudicated by a bench of 3 judges. The teams have arrived in the Courtroom and the rounds shall be beginning soon. 
 
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12:30 pm: (CR-2): The rounds have begun in Court Room 2! The bench poses a question to the first speaker before he finishes his first statement! 

12:31 pm: The Semi-Final rounds are being judged by a panel of 3 judges in each Court Room. The judges adjudicating today's rounds are:

Mr. Tomu Francis

Mr. Sumit Agarwal

Mr. Anil Choudhary

Mr. Tejesh Chitlangi

Mr. Robin J Baby

Mr. Arvind Gurumurthy

12:36 pm: (CR-2): The volley of questions has not stopped! The bench now interupts the speaker to clarifycertain aspects of their argument and the relief sought by the Appellants.    
 
12:38 pm (CR-1): The Appellant Speaker 1 has now commenced arguing and is laying down the structure and time allocation as between the speakers.
 
12:40 pm: (CR-2): The bench suggests that the speaker changes the line of argument since the bench is clearly unsatisfied with the same. The speaker clarifies his stance on the issues and requests permission to move on to a different argument.
 
12:40 pm (CR-1): The Speaker is now being thrown a volley of questions by the Judges and she is attempting to explain her argument in response to their questions. She is attempting to explain the use of 2011 regulations vis-a-vis the 1997 regulations as of now. 
 
12:45 pm (CR-1): The bench is grilling the counsel and asking her several questions. However, she does not seem to get frazzled and is answering in a calm manner and putting forth her argument. 
 
12:46 pm (CR-1): The bench does not seem to be in agreement with the counsel's stance and is probing further in order to understand the reasoning behind it. 
 
12:44 pm (CR-2): The judges explain that the lack of precedents in the favor of the Appellants available to decide the instant case.
 
12:46 pm (CR-2): The counsel attempts to seek an extension of time in the interest of justice, but the bench denies permission.
 
12:47 pm (CR-2) The second speaker has approached the podium, and the judges tell him right at the beginning that he is to argue only on the law without quoting any precedents or judgments. They ask him about his interpretation of the existing law, and seem quite dissatisfied to his response.
 
12:50 pm (CR 1): The Judges proceed to unnerve the Appellant  by asking her to relate her logic with the facts of the case.They ask her to distinguish the previous precedents from her case and she cites an authority to support her argument.
 
12:54 pm (CR-2): The judges seem annoyed and ask the speaker to come to the point. The speaker is thrown off guard for a moment, but recovers quickly to lay emphasis on certain facts in the favour of the Appellants.
 
12:55 pm (CR-1): The Speaker continues to explain her stance, and is given one last minute extension to complete her argument. She is asked a barrage of questions in relation to the irregularities in finance pertaining to her stance on the due dilligence arguments and she responds with the standards for the same.
 
12:56 pm (CR-2): The bench explains to the speaker the exact burden he must fulfill by way of his arguments. They tell him to not argue on the point he is currently on, as they have already rejected it. He does not seem preturbed by this and continues on his streak,
 
12:58 pm (CR-2): They further stress on his incapacity to understand the exact concerns of the bench, and reiterate exactly the points of law they want clarified. They then point out a contradiction in two arguments of the Appellants. In response to this the speaker tries to discuss a particular fact, which is cut short by the bench by asking him to answer the question asked.

1:01 pm (CR-2): When questioned on whether he understands the gravity of the plea he is making, the speaker requests the bench to allow him to continue his arguments. The bench however, does not let him complete his next submission. They enter into an arguements based on facts, and the speaker attempts to show that their client was not in the wrong.

01:02 pm (CR-1): The Speaker 2 for the Appellants has now commenced. He puts forth the structure and begins to argue on the principles of Natural Justice and cites an authority in this regard. He is interrupted by the judges who want him to cite specific case for the SEBI in relation to ejusdem generis and natural justice.

1:04 pm (CR-2): The judges repeat a question and point out that they have asked the question previously and that the answer was unsatisfactory. The speaker runs out of time, and the bench gives the team an extra 5 minutes during rebuts to make up for the time lost now, and asks the team to think about the last question posed. 
 
01:06 pm (CR-1): The Appellant Speaker 2 is arguing in a calm and collected manner. He is being thrown a barrage of questions and the bench is questioning him about the limits of permissibility or the circumstances of withdrawal.
 
01:08 pm (CR-1): The Judges ask the speaker to draw a parallel between the facts of the case cited and the case at hand, asking him to draw a similarity between the two.
 
01:12 pm (CR-1): The bench is now questioning the Speaker about the reasons provided by the SEBI and the question of what fair hearing is. He cites authorities in order to explain his stance but the bench seems unconvinced.
 
1:12 pm (CR-2): The bench poses a question and clarifies that they will pose the same to the second speaker. They then ask certain basic questions on contract law, and the answer of the speaker seems to satisfy the bench.
 
1:14 pm (CR-2): The bench interrupts the speaker to state that the bench has come to the conclusion that they shall set an example by taking a particular course of action that involves both parties to concede a little. The speaker attempts to justify the stance of the Respondent. 
 
01:16 pm (CR-1): The Speaker is extremely calm in the face of the constant questioning by the Judges. He answers their questions and seeks permission to resume with his natural justice argument. 
 
1:18 pm (CR-2): The bench promises not to ask questions for a period of 5 minutes, as long as the speaker manages to satisfy the bench on the point of law in question. The speaker seems confident as he starts out from the beginning of his argument, laying down the basics of the fact and law surrounding the question.  The time allotted to this speaker ends, and his co-counsel continues. 

1:20 pm (CR-2): The bench begins by pointing out that the first speaker left holes in the argument, and that the burden now lies on the second speaker to satisfactorily answer those questions.
 
01:20 pm (CR-1): As his allocated time comes to a close, he seeks an exension and is provided the same by the bench. He is now arguing on a reasoned order and with that, he seeks permission to proceed to the Prayer.
 
01:22 pm (CR-1): They are questioning him on the Prayer put forth by the Appellants and are questioning the same in light of the powers of the present forum. 
 
01:24 pm (CR-1): Respondent Speaker 1 is now approaching the bench. He lays down the 4 principal issues that are in question before the hon'ble forum today. He structures his arguments and puts forth his contentions in a calm manner with a citation of authorities to back his argument. 
 
1:24 pm (CR-2): The bench then resumes the volley of questions. The speaker, however, seems composed and is able to tackle the questions. The bench terms the arguments of the speaker "obnoxious" for the implications it has.

1:25 pm (CR-2): The bench asks her whether she is aware of a particular principle in law, which is the only point where she falters. She pleads ignorance, and so the bench drops that line of questioning.
 
01:27 pm (CR-1): The Speaker wishes to pass to the Judges a document which he is relying on to back his argument. He is distinguishing between the appropriate application of law and the incorrect and unjust application of law.
 
1:27 pm (CR-2): The bench poses a logical question based on the facts of the case. This round seems to be more of a question-answer session rather than oral pleadings!
 
01:28 pm (CR-1): And that seems to be the case with both court rooms!
 
1:28 pm (CR-2): The bench points out that accepting the argument of the Respondent would lead to a contradictory stance of the actions of the Respondent itself. Further, the bench clarifies the prima facie mind of the bench, and directs the speaker to argue keeping that in mind. 
 
01:29 pm (CR-1): He is now elaborating on the fifth essential element of his argument. He is interrupted by the Judges who question him pertaining to the 1997 regulations and the applicability of the same. 
 
01:31 pm (CR-1): The speaker is now citing authorities on the law pertaining to withdrawal. He also extends the argument of impossibility before the bench and is questioned on the authorities and their applicability. He marshalls the facts in his favour to explain his stance. 
 
1:32 pm (CR-2): The bench requests her to consider conceding on one issue to persuade the court to decide in the favour of the Respondent on the other issue. They warn her that persistence on this issue will only persuade the court to set aside the entire matter, and ask the Respondent to reconsider their stance.
 
01:33 pm (CR-1): The bench states that the argument of the counsel confuses the bench and ask him to clarify his argument.The bench is not satisfied with the answer and questions him on due diligence and the standards regarding the same. He seems slightly flustered but continues with his arguments. 
 
01:36 pm (CR-1): The counsel states that he is now putting forth an 'ingenious argument' which is based on the agency principle. As he begins explaining the same, he is interrupted by the bench by a series of questions.
 
1:36 pm (CR-2): The bench points out that the Respondent has failed on all of its duties, and that this argument taken up by the Respondent was not the best course of action. The time comes to an end, and the bench grants an extension.
 
01:38 pm (CR-1): The judges seem unconvinced about the argument pertaining to due diligence being submitted before them. They pose questions and he responds by directing the Judges to the clarifications to the moot problem. 
 
1:40 pm (CR-2): The bench points out that the argument of the speaker is actually in the favour of the Appellant. They then give the speaker a thirty second break to consult with her co-counsel as to a solution that the Respondents want, as the bench has decided on a course of action to be taken to solve the dispute in question.
 
01:42 pm (CR-1): As the allocated time comes to a close, he seeks an extension and is granted one. The bench is questioning him on withdrawal of the offer and the reasons for the same and he is attempting to explain the same, only to receive questions pertaining to summary rejection by the Respondents. 
 
1:43 pm (CR-2): The speaker now presents the solution that they have devised, for which the bench questions the legality of the same. They then state that they will accept the solution of the Respondents.
 
01:45 pm (CR-1): The bench is questioning the speaker on fraud now and knowledge in regards to the same tied in with the compulsion to make an open offer. The Speaker cites an authority to explain his stance but is interrupted by the Judges who cite a contrary authority and ask him to answer in light of the same.
 
1:45 pm (CR-2): The rebuttals have now begun. The bench requests the speaker to only point out the flaws in the Respondent's case. They accept the first rebuttal, and reject the second.
 
1:46 pm (CR-2): The bench now allows them to argue for the 5 minutes previously promised.
 
01:48 pm (CR-1): The test of impossibility is now being questioned by the bench but the Speaker diverts the same to his co-counsel. With this, he has come to the end of his submissions and Respondent Speaker 2 approaches the bench.
 
1:48 pm (CR-2): The bench poses the first question in this second leg of argumentation, and the speaker seem well equipped to answer. The bench accepts his response, and allows him to continue.
 
01:50 pm (CR-1): The Speaker is laying down the 2 pronged argument she shall be elaborating on today. She begins with putting forth her submissions pertaining to natural justice. She is immediately interrupted and the judges elaborate on the role SEBI plays in the market as the context for questioning her about the summary order and whether that complies with natural justice.
 
1:50 pm (CR-2): The rebuttal time of the Appellants has come to an end. The Respondent speaker approaches the podium to begin the reply to rebuttals. The speaker points out certain logical gaps in the arguments of the Appellants, and goes on to show how the actions of the Appellant were wrong. 

1:51 pm (CR-2): The rounds have ended! The teams wait for feedback from our panel, while the bench is scoring the teams.
 
01:53 pm (CR-1): The counsel is marshalling facts in her favour and is explaining the respondent stance in light of the interests of shareholders. The bench questions her in the light of existing precedents as to why they should entertain this argument. 
 
01:56 pm (CR-1): The Judges ask the Counsel to clearly outline the rights and obligations of her client.
 
01:58 pm (CR-1): The Bench is now questioning the counsel on the test of impossibility. She proceeds to outline the circumstances in which an impossibility arises. The bench questions her on whether fraud can be considered as an impossibility within this framework. 
 
02:01 pm (CR-1): The counsel is now being questioned on how the present circumstance would not fall under supervening impossibility, such that the change here goes to the root of the matter.
 
02:04 pm (CR-1): The Respondent Speaker is facing a series of questions back to back  on the question of due diligence which she is attempting to answer while staying true to her stand.
 
02:06 pm (CR-1): The Judges are becoming extremely persistent with their questions attempting to catch the respondent speaker off guard. They also seem to be seeking a particular answer as they express their doubts pertaining to the argument being extended by reading the bare text of the provision pertaining to public offer.
 
02:08 pm (CR-1): The counsel is passed a chit by one of her teammates, as she continues to respond to the incessant questioning by the judges who do not seem satisfied with her argument. However, she remains calm and composed and attempts to clarify her stance. The Appellants seem to be listening intently in order to prepare for the rebuttals.
 
02:10 pm (CR-1): The bench is citing authorities and decisions of the Supreme Court itself in order to counter the argument of the Counsel which relies on a sole provision to restrict the powers of the court. The counsel sets forth her argument on the strict interpretation and legislative intent of the regulation based on the language employed.
 
02:12 pm (CR-1): As the stop sign goes up, the Counsel continues to put forth her submissions in light of the questions posed to her by the bench.
 
02:14 pm (CR-1): The Respondent Speaker now proceeds to her Prayer. As she comes to the end of her Prayer, she expresses her pleasure at having argued before the Hon'ble Bench. 
 
02:15 pm (CR-1): The Appellant Speaker is now approaching the bench to put forth the rebuttals. She picks apart the arguments of the Respondents and counters them by showing the fallacies with the same and citing authorities. 
 
02:18 pm (CR-1): The Respondent Speaker has approached the bench and is now countering the rebuttals of the Appellants. He reiterates their earlier stance by explaining intent and authorities and states that the Appellants have placed certain misguiding information before the bench as well. 
 
02:21 pm (CR-1): The round has come to an end and the Judges are engaged in deliberations over scoring. The teams await their feedback patiently while the Judges score them. 
 
02:27 pm: The Semi-final rounds have come to an end and these were extremely intense rounds. We now await the results, which shall be announced soon, so stay tuned for the same! We shall bring you live feed from the final rounds with complete arguments.
 
03:11 pm: The courtrooms have been set up and the finals shall soon be underway. Do stay tuned for the results and live feed of the arguments from the finalist teams!
 
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03:12 pm: The results are out and the wait is over! The two teams proceeding to the finals shall be teams bearing the team codes 112 and 129. 
 
03:35 pm: The final rounds are being adjudicated by a bench of 5 judges consisting of:
 
Ms.  Dharmishta Raval (Advocate, Gujarat High Court)
Ms. Akila Agrawal (Partner, SAM) 
Ms. Veena Sivaramakrishnan (Partner, Juris Corp) 
Mr.  Sandeep Parekh (Partner, Finsec Law Advisors) 
Mr. Sachin Mandlik (Partner, Khaitan & Co)
 
03:36 pm: The two teams who are competing in the finals are-
University of Petroleum and Energy Studies, Dehradun
School of Law, Christ University
 
03:37 pm: The teams have entered the Court room as well and the rounds shall commence soon. The Court room is packed with people who are eager to witness the final rounds of the GNLU Moot on Securities and Investment Law, 2016.
 
03:45 pm: Appellant Speaker 1 has commenced with laying down the structure for the arguments to be presented by their side today. He seeks an affirmation from the Judges that they are well versed with the facts of the case before proceeding with the first limb of his argument.
 
03:47 pm: The Counsel is now putting forth an argument regarding the directly applicable law pertaining to withdrawal being the new takeover regulations as compared to the 1997 repealed regulations. He cites an authority in order to explain the effect of repealed legislations and regulations.
 
03:49 pm: The speaker then proposes an argument based on common law, along with various judgments of the Supreme Court of India. 
 
03:50 pm: The first question is posed by Ms. Veena Sivasubramaniam, who asks what instance of fact is being referred to. She further questions him pertaining to an authority regarding the difference between a right arising under an old statute and the cause of action arising out of the new regulations. The speaker satisfactorily answers the question and moves forward to the next limb of the argument.
 
03:52 pm: The second contention submitted by the speaker in this regard, is that the distinction between the old Takeover Regulations and new ones imply that the actions of the Appellant are not in contravention of the law. Further reliance was placed on the Nirma case.
 
03:53 pm: The Counsel seems a little thrown off by the question that is posed before him Ms. Agrawal as to the sdifference between the withdrawal of a public offer and the public offer itself but he attempts to answer the same by placing reliance on the Nirma Industries case. He is questioned as to the exact paragraph where the legal basis for his argument is drawn from and there is silence, as he attempts to ascertain the same through his written submission.
 
03:55 pm: The speaker now submits an argument hinged on the General Clauses Act, to define the meaning of a "savings clause." This is accepted by the bench and he is allowed to proceed to the second limb of his argument.
 
03:56 pm: The speaker now moves to the second part of the first issue, aimed at distinguishing the instant case from previous case laws. The Appellant places reliance on the report based on which these regulations were drafted, and gives the 2 instances where withdrawal of public offer is allowed. The speaker then argues that the earlier case laws can be distinguished from the instant case. He cites authorities as well. 
 
03:58 pm: He now proceeds to the argument pertaining to due diligence. He states that while there is no statutory definition of the concept, there are several dictionaries, including Black's Law Dictionary, which is an authority, which define due diligence and it is on this that they rely. He puts forth that there was no awareness on part of Artemis and its Board of Directors either regarding the promotion being done by the perpetrators and the fraud within the same context.
 
04:00 pm: Further, he clarifies that only published financial sensitive information falls within the ambit of due diligence. When posed a question about the Insider Trading regulations, he attempts to clarify that they do not fall within the exception regarding unpublished price sensitive information. Further, when asked whether their act falls within the purview of ordinary course of business, he negates the same and cites authorities. 
 
04:04 pm: The bench poses a question regarding the fact sheet, and whether the same levels of due diligence is required for various actions of the company. The speaker then clarifies that the levels of due diligence differ, for instance between the Nirma case and the case in the present instance.
 
04:05 pm: The speaker cites a book written by Mr. Parekh in support of his arguments to prove his point on due diligence. The speaker then goes on to rely on the Satyam case, among other things, to prove his point regarding UPSI.
 
04:06 pm: The Speaker is further questioned regarding transactional risk and why in this circumstance, when such a risk would exist in all transactions, SEBI should grant the appellants an exemption. 
 
04:08 pm: The speaker reiterates that fraud does not amount to a mere transactional risk, and rather vitiates all the intentions of the Appellants. Regarding the question posed as to the rights of the shareholders, the Appellants refer to their prayer which covers such a scenario wherein the promoters be held liable.
 
04:08 pm: The speaker moves on to his next submission, being that the Appellants did not have the means to unearth the fraud. The speaker distinguished between a mere lender and themselves being mere shareholders. Therefore, he submits that there have no means to pressurize the Board to hold an audit.
 
04:09 pm: Speaker 1 of the Appellants brings his arguments to a close and Speaker 2 commences with her arguments. Her first argument revolves around natural justice. Her first submission is about the opportunity to be heard and how the same should have been extended to Dreamsellers and the lack of which vitiates the order of SEBI. She marshalls facts to her advantage and submits that SEBI ought to have given a hearing as there was fraud in this particular matrix. She further submits that prejudice has been caused to them by the order of the SEBI and their rights have been adversely affected. 
 
04:11 pm: The bench poses a question as the complexity of the matter being a ground for opportunity to be heard, and as to who decides the complexity of a matter and lack of it thereof.The speaker clarifies that the complexity affects the outcome of the hearing before SEBI, and that a hearing would have helped the decision flow in the favor of the Appellant. 
 
04:13 pm: A question is posed to the Speaker as to whether the Appellants would like the matter to be remanded back to the SEBI as this forum cannot rule on facts and the Appellants have contended certain facts to be in dispute. The appellant, who had flagged this argument as an arguendo clarifies that they would like the court to remand the matter to SEBI, but after deciding on questions of law and holding that the principle of ejusdem generis does not apply when reading the regulations of 1997. It is also extended that reasoned decision under Regulation 23 does apply.
 
04:15 pm: She moves on to the civil consequences and prejudices to the Appellants caused by the actions of SEBI. She relies on case laws to show that civil liabilities and pecuniary damages amount to civil consequences and prejudices.
 
04:17 pm: When questioned on whether natural justice principles mandates an oral hearing, she accepts that an oral hearing is not mandated. 
 
04:17 pm: She cleverly moves on to her next argument, which is that SEBI has not given a reasoned order in the instant case. She attempts to show that SEBI is mandated to give a reasoned decision, which has not been done. 
 
04:18 pm: She attempts to show that SEBI is mandated to give a reasoned decision, which has not been done. She states that not giving a reasoned decision is also a violation of principles of Natural Justice. She refers to the lapse of SEBI in not addressing the request for repricing, and therefore lacked reasoning.
 
04:19 pm: She moves on to her arguendo, which is that there is a liability for violation of principles of natural justice is independent of damage caused. However, the judges do not appreciate this move, and ask her to move on to a substantive issue of why the 2011 code applies to the instant case and not the old ones.
 
04:20 pm: She argues on the point of ejusdem generis, and firstly submits that the regulation 23 has a clause c which highlights a situation where it is not impossible to continue with an open offer.
 
04:20 pm: She argues that the common genus of impossibility does not apply, and is asked as to what genus will apply. She answers that the genus is merely the will of the acquirer. When questioned again as to the significance of the words "beyond reasonable control", she argues that that phrase alone does not lend itself to the impossibility of acquisition.
 
04:22 pm: It is argued by the Counsel that there exists no threat of impossibility in 27(1)(d) of the regulations and an arguendo is also put forth whereby she states that even 27(1)(d) is found to be applicable, Dreamsellers must be permitted to withdraw.The bench poses a question dealing with contract law and the voluntary open offer. The speaker further states that fraud vitiates contracts and all solemn acts.
 
04:24 pm: Ms. Agrawal clarifies that there was no contract in the instant case, and that this line of arguments cannot be used. The speaker answers that it was an offer made, and before acceptance of offer, the open offer can be revoked. She creates an analogy to the provisions of the Indian Contract Act in this regard.
 
04:25 pm: As she comes to the end of her arguments with 2 minutes remaining in her allocated time, she is questioned by Ms. Agrawal as to whether the fraud vitiates the underlying transaction and not the offer, which the speaker accepts. They further ask, whether anyone who makes an open offer may unilaterally withdraw. The appellant speaker puts forth that the summation of all their arguments tilt the decision in their favour. 
 
04:27 pm: She is questioned further on discovery  to the tune of Rs. 300 crores, to which she responds that the discovery was by way of a special investigative audit, which they lacked the means for. Further she submits that even SEBI, with all its watchdog powers, could not discover.
 
04:28 pm:The bench poses another question, regarding the contradiction of the arguements. The court is of the opinion that the argument regarding natural justice does not allow the court to decide on the other issue. The speaker requests the court to adjudicate on he merits of the case, effectively conceding the issue on natural justice.
 
04:30 pm: The Speaker concludes with the prayer entailing the reliefs sought by them. Speaker 1 of the Respondents has commenced with his arguments and is laying down the structure for his arguments.Starting with issue 1, the speaker starts arguing as to whether Regulation 23 of the 1997 Regulations.
 
04:31 pm: He contends that the language of the statute, when clear and unambiguous, should under strict interpretation as in this present instance. He cites authorities to support his argument and directs the judges to his memorial submissions and the compendiums.
 
04:34 pm: He clarifies that the order of SEBI was based on the 1997 regulations, and this does not amount to acceptance of the application under the new regulations.He moves on to the argument regarding the Savings Clause, and submits that this furthers his argument. He draws an evolution of judicial decisions to support that the public offers for which public announcements are made, cannot have retrospective application of laws. He is questioned as to whether it is not the offer and under which law it is made that determines applicability and when he attempts to answer by stating why it should be the 1997 regulations which apply, he is reprimanded for averting the question. 
 
04:37 pm: He attempts to answer the question by relying upon several case laws. He also explains how Regulation 23 should not be applicable in the present instance. He further clarifies that open offers which are made public under a set of Regulations are to be governed by those regulations throughout. Therefore, he submits that the withdrawal are to be governed by the same.
 
04:38 pm: He moves on to his ejusdem generis argument, which is that the scope of the provision is question must be restricted to impossibility. He relies on case laws to define the principle of ejusdem generis, and further attempts to justify the application of the same to the instant case.
 
04:39 pm: He is questioned as to whether the refusal of statutory approval is an impossibility in actuality as the renewal process would allow another opportunity. The speaker attempts to answer by relying on authorities. It is stated by Ms. Agrawal that she finds it difficult to count the current circumstance as an impossibility and rather, she considers it an exceptional circumstance whereby fraud falls within the same purview. 
 
04:42 pm: The speaker refers to a book, and attempts to establish that the provisions are are reference to impossibility. He further goes on to say that the actions of the Appellants was a business decision, and that they have faced a loss due to not taking proper diligence, and that now they cannot take protection of the law for the same
 
04:43 pm: He now proceeds to argue about the intention of the legislature and that it is in the interest of the shareholders primarily as an objective. 
 
04:44 pm: The bench however, poses a question as to the applicability of Nirama and Akshaya in light of a Constitutional bench being created, and secondly, asks him why the applicability of 1997 or 2011 regulations even arises.
 
04:45 pm: Speaker 2 of the Respondents has now commenced by layind down the structure of her arguments. The first argument is pertaining to due diligence, whereby the counsel explains what due diligence entails and how the Appellants have not adhered to the standards for the same. She directs the Bench to Paragraph 9 of the factual matrix regarding siphoning off of Rs. 300 crores. She is interrupted by the Bench that the onus upon the respondents is that of proving that the standards of due diligence have not been met and not merely restrict to facts.
 
04:48 pm: Ms. Agrawal clarifies that the violation by the merchant banker is different by the lack of due diligence by the Dreamsellers. The respondent responds with the agency principle as the basis for holding that the merchant bankers are agents of the Appellants. However, the difference between the implications of both are highlighted by the Bench and she is asked whether in the context of open offers, there is a separate obligation on the merchant banker. The Speaker negates the same. She is interrupted again as to whether there can be no cause of action by SEBI against the merchant bankers independently. 
 
04:50 pm: As the counsel attempts to answer the question, she is reprimanded for avoiding the question. The bench does not seem satisfied with the answer and asks her to proceed further with her submissions. 
 
04:51 pm: The bench is now posing a question to the speaker as to what is the basis as to what is available to the public for publically listed companies. The bench further poses a supplementary question as to a consistency of arguments between the 2 speakers, and the applicability of the old regulations.
 
04:54 pm: The counsel is being thrown a volley of questions and she seems to be faltering while trying to maintain her composure as well. The speaker goes on to answer the questions by stating that the information that is in question was already available in the public domain and that therefore, it does not fall within the category of information that cannot be accessed.
 
04:56 pm: She clarifies that due diligence covers the information regarding fraud, and under no circumstances does this information fall withing information not accessible to the Appellants.  
 
04:57 pm: She further states that at the minimum, the Appellants must have had a suspicion as to the fraud. In substantiating this argument, she submits the principle of Caveat Emptor.
 
04:58 pm: When asked how this principle plays out against fraud, she gives examples of instances of other acquisitions where extensive due diligence was carried out. 
 
05:00 pm: The bench poses a volley of questions regarding this submission, and ask the speaker whether she is stating that the Appellants had the opportunity to have knowledge of the fraud. The bench also asks her whether she is stating that the due diligence conducted was ineffective, and whether the special audit was unnecessary to uncover the fraud.
 
05:02 pm: Further, she is asked whether if the Appellants can show that the special audit required diligence of a different level than required by them, will SEBI allow them to withdraw the offer. She answers that the facts are so glaring as to point to the lack of diligence.
 
05:03 pm:The bench clarifies that diligence does not mandate similar findings.The speaker reiterates her argument and moves on to her argument regarding violation of principles of natural justice.
 
05:04 pm: She submits case laws to show that discretion lies with the adjudicating body as to whether hearing must be oral or written. She is questioned as to why SEBI did not provide an oral hearing and she responds with a lack of obligation imposed on them to do so. She is further questioned regarding the lack of a reasoned order. She is interrupted by the bench whereby it is pointed out by the Judge that there exists an incongruity in the expectations of due diligence the respondents have of the appellants vis-a-vis the adherence to principles of natural justice by the respondents themselves. She explains the same by relying on several authorities and further explains how the order may be considered reasoned and does not stand vitiated.
 
05:06 pm: The bench repeats the question as to why SEBI even entertained the withdrawal application under the new law. As she answers the same by relying on authorities,the bench does not seem satisfied with the responses but the extended time of 1 minute granted comes to an end and she begins with her prayer.
 
05:07 pm: The rebuttals are now being raised by the Appellants. The Speaker points out fallacies in the arguments of the Respondents, in an issue wise manner. The first rebuttal on the side of the Appellant is regarding retrospective application of law. The speaker discusses the meaning of retrospective applications of laws and saving clauses, which saves the rights and liabilities of persons under a repealed law. The Appellant also distinguishes between certain authorities cited by the Respondents and the present factual matrix. 
 
05:10 pm: The third rebuttal is regarding the written application for withdrawal, and the fact that no written submissions were allowed to be given. He clarifies that the applications are made in a prescribed format and so it cannot be said that hearing was given.
 
05:11 pm: The last rebuttal is regarding the intention of the legislature, and the draft committee report. He states that the Respondent has misled the court in not citing this report to help the court in arriving at a decision. He explains further how the ejusdem generis principle is not applicable in the present factual matrix.  
 
05:13 pm: The reply to rebuttals has commenced. He first clarifies that the Nirma case does not state that Savings clause does not apply, but it merely states that there must be a strict interpretation.
 
05:14 pm: The second rebuttal is regarding impossibility under the Contract Act, and states that financial hardhsip does not find place there. 
 
05:15 pm: The third point is regarding the example given, where he clarifies that regardless of the difference in merger and acquisition, the facts are quire similar. He further stated that principle of caveat Emptor is part of the principle of due diligence.
 
05:16 pm: With this, he comes to a close with the rebuttals as well and the round has come to an end. It was extremely intense with a barrage of questions to each speaker, which were all dealt with in a calm and composed manner with a reliance on authorities and examples. The judges are now going to deliberate in order to determine the results.
 
06:00 pm: Everybody is now assembling for the Valedictory Ceremony. The ceremony is being hosted by Dhruv Malhotra and Esha Meher, members of the GNLUMSIL OC. 
 
06:05 pm: The Dignitaries for the function are-
 
Mr. Rajeev Kumar Agarwal, Whole time member, SEBI
 
Mr. Ram Niranjan Jhunjhunwala, Executive Partner, Khaitan & Co.
 
Ms. Dharmishta Raval, Advocate, Gujarat High Court
 
Mr. Sandeep Parekh, Partner, FinSec Law Advisors
 
Dr. Bimal N. Patel, Director, GNLU
 
Dr. Thomas Mathew, Registrar, GNLU
 
06:10 pm: Esha Meher is recounting the growth of GNLUMSIL and the previous edition's success. Gratitude is expressed towards the judges who adjudicated the final round and the Chief Guest and Guest of Honour for the ceremony are welcomed. The Sponsors are also thanked for their contributions without whom the moot would not have been as successful- Bombay Stock Exchange, FinSec Law Advisors, Khaitan & Co., Manupatra, Lex Witness, and Lawctopus.
 
06:12 pm: Dr. Bimal N. Patel is extending a warm welcome to the dignitaries and presenting them with a token of our appreciation.
 
06:13 pm: Mr. Sandeep Parekh, Partner, FinSec Law Advisors is now addresing the gathering. He advises students to engage and indulge in university, academia and the teaching imparted to the utmost, because this is where the path of law and its basics are established. He keeps it concise and congratulates all participants!
 
06:15 pm: Ms. Dharmishta Raval is now addressing the gathering. She expresses her admiration for the advocacy skills of the participants and wishes them luck. She also commends the organizing committee for its efforts!
 
06:17 pm: GNLU announces the Late BP Khaitan Memorial Award for the winning team. Mr. RN Jhunjhunwala, Executive Partner, Khaitan & Co., the Guest of Honour, commences with a prayer in reverance of educational institutions and their teachers. He considers humility as a virtue of utmost importance to success as well as loyalty and being true to oneself and the foes of success being rooted in arrogance.
 
06:21 pm: He talks with fondness of the late B.P. Khaitan, and his father and recounts the story of the growth of Khaitan & Co. The story began with the words of an inmate at the Calcutta jail to the jailor, Naurangrai, who was the father of Sri Debi Prasad Khaitan, Sri Lakshmi Khaitan and Sri Bhagwati Prasad Khaitan, who went on to become the pillars of Khaitan & Co. Sri Debi Prasad Khaitan was the one of 7 sons and at the age of 8 was sent to Calcutta to study with his brothers. After his education was over, his father contemplated sending him to civil service. However, a prison inmate who warned his father against the monotony of civil service and suggested he make his son a barrister instead of a government official. On the word of the inmate, Debi Prasad Khaitan was sent to study law and years later he went on to start a firm, Khaitan and Co. 
 
06:25 pm: He now discusses the factors, historically and otherwise, which have been instrumental to the growth of Khaitan & Co. The audience reads an excerpt of a speech by Justice V. R Krishna Iyer, who lauds the spiritual and legal visionary that B.P Khaitan was. He encourages the growth of the GNLU Moot on Securities and Investment Law and states that while public opinion and memory may fade away, an institution such as GNLU honouring his memory is delight.
 
06:33 pm: Mr. Rajeev Kumar Agarwal, the Chief Guest, now addresses the gathering. He first expresses his pleasure at being at an institution as prestigious as GNLU, and congratulates GNLU on the successful completion of GNLUMSIL '16. 
 
06:35 pm: He discusses the intricacies of the field of M&A, and congratulates the team again on understanding the problem and preparing adequate notes. He also commends the preparations of reading material by GNLU for the Judges to help them understand the factual matrix and prepare for the same. He discusses the latest report which states that India atracts 6/7% of outgoing M&A, and especially after changes in the scenario such as Brexit, he forsees further growth for India.
 
06:36 pm: He stresses on the dynamism of this field, and the way India is growing at exponential levels as compared to other nations. He discusses the imminent need for restructuring in the field of this dynamism and explains how India shall be at the focal point of this growth. He discusses this in the context of the moot problem and its relevance in contemporary times. 
 
06:38 pm: He addresses the participants about the Takeover Code, and how it is more comprehensive that UK's. He discusses the amendments to the Code and how the same has elevated the Code to global standards. He discusses the Takeover code and the role of SEBI in the protection of investors. He stresses on the role of SEBI as a watchdog, and the interests of the shareholders being paramount
 
06:42 pm: He wishes the students the best for their future, and commends GNLU once more for its hard work in attaining a success such as GNLUMSIL. He wishes GNLU luck for future endeavours!
 
06:43 pm: Now the results are going to be announced. Mr. Girish R., Faculty Convener, is first announcing the Late BP Khaitan Memorial Award for the winners. 
 
06:45 pm: The winning team is University of Petroleum and Energy Studies, Dheradun. Apart from the trophy, they receive a cash prize of Rs. 50,000, internships and Khaitan & Co., and books sponsored by Khaitan & Co.
The Runners up are School of Law, Christ University, Bengaluru who get a cash prize of Rs. 25,000 and books sponsored by Khaitan & Co.
The Best Memorial Award is given to Ram Manohar Lohiya National Law University, Lucknow who receive a cash prize of Rs. 10,000.
The Best Speaker for the Finals is Anurag Mitra from UPES, Dehradun who receives Rs. 5,000 cash prize.
The Best Speaker for the Preliminary Rounds is Janak Panicker from GLC, Mumbai who receives a cash prize of Rs. 5,000.
The Best Researcher is awarded to Tushit Mishra, NALSAR, Hyderabad who receives a cash prize of Rs. 5,000.
Prizes are now being given to the Semi-finalists as well who did not qualify to the final rounds- RMLNLU, Lucknow and NLU-Jodhpur.
 
The Participation certificates are being awarded to all the participants now. 
 
06:55 pm: Shivani Salukhe, the Student Convener of GNLU Moot on Securities and Investment Law is now addressing the gathering. She expresses her gratitude towards the university for its support in enabling the competition and its success. She further encourages her juniors to make the moots bigger and better!
 
07:00 pm: Dr. Thomas Mathew, Registrar , GNLU is now extending the vote of thanks. He admires the advocacy skills of the participants and their ability to counter the opposition as well as answer the questions posed by the judges who are at the forefront in this legal sphere. He seeks consideration from all those interested in this field of law to consider it as a lucrative career option. He thanks the dignitaries, the Director and faculty of GNLU, the participants and all members of the Oraganizing Commitee. He encourages the participants to appreciate and further their learning and not focus only on the linear win-loss dynamic of a competition. 
 
07:02 pm: With this, we come to an end of a hectic, but fun 3 days. On behalf of the Organizing Committee, we congratulate all the winners. Stay tuned for the next edition of GNLUMSIL in 2017! This is the GNLUMSIL Live Blogging Team signing off.
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