Sections 22 to 22F of the Securities Contracts (Regulation) Act, 1956 build a self-contained appellate architecture around one grievance: a company whose securities a recognised stock exchange refuses to list. At the centre sits Section 22B, the provision that tells the Securities Appellate Tribunal (SAT) how to function once an appeal lands before it. It frees the Tribunal from the rigidity of the Code of Civil Procedure, arms it with the coercive powers of a civil court, and clothes its proceedings with the dignity of a judicial proceeding. Read alongside Section 22A (the right of appeal), Section 22C (representation), Section 22D (limitation), Section 22E (ouster of civil courts) and Section 22F (further appeal to the Supreme Court), Section 22B is the procedural engine of the whole scheme — and, through Section 23L, the same engine drives appeals against SEBI, adjudicating officers and exchanges across the wider securities-law landscape.

Where Section 22B sits in the Act

The Securities Contracts (Regulation) Act, 1956 is, at its core, a statute for regulating the business of dealing in securities through recognised stock exchanges. Its appellate chapter — Sections 22, 22A, 22B, 22C, 22D, 22E and 22F — is grouped under the heading Listing of Securities by Public Companies, and it exists to police a single but commercially vital decision: an exchange’s refusal to list. Section 22 preserves the older right of appeal against refusal to list; Section 22A confers the modern right of appeal to the Securities Appellate Tribunal; and Section 22B — the focus of these notes — governs the procedure and powers of that Tribunal once seized of an appeal.

To grasp Section 22B you must first see the larger map of the Act, sketched in our introduction, object and scheme notes, and understand the building blocks defined in the definitions of securities and recognised stock exchange. The whole appeals chapter is meaningless without the regulatory acts it reviews — the recognition of stock exchanges, the listing of securities and the listing conditions imposed under Section 21. Section 22B is the courtroom into which those administrative decisions are dragged for testing. For the full set of these notes, see the SCRA notes hub.

The text of Section 22B

Section 22B is titled Procedure and powers of Securities Appellate Tribunal and is composed of three sub-sections. Sub-section (1) provides that the Tribunal shall not be bound by the procedure laid down by the Code of Civil Procedure, 1908, but shall be guided by the principles of natural justice and, subject to the other provisions of the Act and of any rules, shall have powers to regulate its own procedure, including the places at which it shall sit. Sub-section (2) then confers on the Tribunal, for the purpose of discharging its functions, the same powers as are vested in a civil court under the Code while trying a suit in respect of an enumerated list of matters. Sub-section (3) deems every proceeding before the Tribunal to be a judicial proceeding within the meaning of Sections 193 and 228 and for the purposes of Section 196 of the Indian Penal Code, and deems the Tribunal to be a civil court for the purposes of Section 195 and Chapter XXVI of the Code of Criminal Procedure, 1973.

The architecture is deliberate. Sub-section (1) liberates the Tribunal from procedural straitjacketing; sub-section (2) gives it teeth; sub-section (3) gives its process the sanction of the criminal law. The drafting mirrors, almost word for word, the procedure provisions for tribunals across modern Indian statutes, and that family resemblance is itself a clue to how courts read it.

Not bound by the CPC, but bound by natural justice

The opening words of sub-section (1) are the most litigated. A tribunal that is “not bound by the procedure laid down by the Code of Civil Procedure” is freed from the technical rules of pleading, the strict order of issues, and the mechanical application of the Evidence Act. But the freedom is not a licence for arbitrariness: the same sub-section commands that the Tribunal “shall be guided by the principles of natural justice.” The two clauses are a single balanced instruction — procedural flexibility tethered to fairness.

What natural justice demands before the SAT is the familiar pair: a fair hearing (audi alteram partem) and a decision by an unbiased adjudicator (nemo judex in causa sua). Section 22A(1) itself entrenches the first by requiring that, before varying or setting aside an exchange’s decision, the Tribunal must give the stock exchange “an opportunity of being heard.” The SAT may shape its own procedure — fix its sittings, regulate adjournments, manage evidence — but it cannot dispense with notice, cannot refuse a party the chance to meet the case against it, and cannot decide on material not disclosed to the affected party. Where a tribunal exercising co-extensive appellate power departs from these norms, the resulting order is vulnerable on appeal, a discipline the Supreme Court stressed when describing the appellate body’s jurisdiction in Clariant International Ltd. v. SEBI, (2004) 8 SCC 524.

Civil-court powers under sub-section (2)

Sub-section (2) vests the Tribunal with the same powers as a civil court under the Code of Civil Procedure, 1908 while trying a suit, in respect of eight matters: (a) summoning and enforcing the attendance of any person and examining him on oath; (b) requiring the discovery and production of documents; (c) receiving evidence on affidavits; (d) issuing commissions for the examination of witnesses or documents; (e) reviewing its decisions; (f) dismissing an application for default or deciding it ex parte; (g) setting aside any order of dismissal for default or any ex parte order; and (h) any other matter which may be prescribed.

Two of these deserve emphasis for examination purposes. First, clause (e) gives the Tribunal an express power of review — a power a court of limited jurisdiction does not enjoy unless conferred by statute. The SAT can therefore correct its own errors apparent on the face of the record without forcing the litigant up to the Supreme Court. Second, clauses (f) and (g) together create the default/ex parte and restoration machinery: the Tribunal may proceed ex parte against an absent respondent, yet must be willing to set aside such an order on sufficient cause, again echoing the natural-justice command of sub-section (1). The coercive powers in clauses (a) to (d) ensure that the Tribunal’s fact-finding is real, not paper-thin — a point of practical importance in listing appeals where the exchange’s internal records are often the crucial evidence.

Sub-section (3): the SAT as a deemed civil court

Sub-section (3) supplies the criminal-law backbone. By deeming every SAT proceeding a judicial proceeding within Sections 193 and 228 IPC, the provision makes false evidence and the intentional insult or interruption of the Tribunal punishable as if committed before a court. The reference to Section 196 IPC extends this to using evidence known to be false. By deeming the Tribunal a civil court for Section 195 and Chapter XXVI of the Code of Criminal Procedure, 1973, the provision channels prosecutions for offences against the Tribunal’s authority through the controlled procedure of a court complaint, rather than leaving them to ordinary police investigation.

The practical upshot is that a witness who lies on oath before the SAT, or a litigant who fabricates documents in a listing appeal, faces the same exposure as before a regular civil court. This deeming clause is what converts the Tribunal from an administrative body into a quasi-judicial forum whose process commands respect — a status that, as the Supreme Court has repeatedly observed, is essential if specialised tribunals are to substitute for the High Courts in technical fields.

The right of appeal — Section 22A

Section 22B has no work to do unless an appeal is competently filed, and the gateway is Section 22A. It provides that where a recognised stock exchange, acting under its bye-laws, refuses to list a company’s securities, the company is entitled to be furnished with reasons and may appeal to the SAT having jurisdiction in the matter. The limitation is tight: the appeal must be filed within fifteen days from the date on which the reasons for refusal are furnished. Where the exchange has omitted or failed to dispose of a listing application within the specified time, the fifteen days run from the expiry of that specified time, with the SAT empowered to allow a further period not exceeding one month on sufficient cause shown.

On hearing the appeal — after giving the exchange an opportunity of being heard — the Tribunal may vary or set aside the exchange’s decision, or, where the exchange failed to dispose of the application, itself grant or refuse permission. Crucially, where the SAT sets aside the refusal or grants permission, the exchange shall act in conformity with the SAT’s order; the Tribunal’s decision is not advisory but binding and enforceable. Section 22A(4) directs the SAT to dispose of the appeal as expeditiously as possible, endeavouring to do so within six months. The right to reasons under Section 22A dovetails with the listing obligations we examine in the listing of securities notes — without a reasoned refusal, the appeal would be a hearing in the dark.

The breadth of the SAT’s appellate jurisdiction

How wide is the SAT’s power on appeal? The leading authority is Clariant International Ltd. v. SEBI, (2004) 8 SCC 524. Although the appeal there reached the Supreme Court under Section 15Z of the SEBI Act, 1992, the Court’s reasoning on the nature of the Tribunal’s jurisdiction applies squarely to the SCRA scheme, which uses the very same Section 22B machinery. The Court held that the jurisdiction of the appellate authority is not fettered by the statute: the Tribunal exercises all the jurisdiction that the original authority possessed, including discretionary jurisdiction, and can re-appreciate facts and substitute its own conclusion. Had Parliament intended to confine the Tribunal, the Court reasoned, it would have said so expressly, as it did when restricting the further appeal to a “question of law.”

This is a first appeal, not a writ of certiorari. The SAT is not limited to checking for jurisdictional error or perversity; it re-hears the matter on merits, both on facts and on law. In a listing appeal under Section 22A, therefore, the SAT can independently assess whether the exchange’s refusal was justified under its bye-laws and the listing conditions, and may grant the very relief the exchange withheld. The protective, investor-oriented character of this appellate role was underscored in N. Narayanan v. Adjudicating Officer, SEBI, (2013) 12 SCC 152, where the Supreme Court described the securities-law adjudicatory structure as a sentinel guarding market integrity.

What can — and cannot — be appealed

The appellate power is broad on merits but limited in subject-matter: only quasi-judicial orders and decisions are appealable to the SAT; purely administrative or legislative acts are not. The point was settled in National Securities Depository Ltd. v. SEBI, (2017) 10 SCC 1, where the Supreme Court held that SEBI’s administrative circulars, issued in exercise of its general regulatory power, fall outside the appellate jurisdiction of the Tribunal. The Tribunal sits in appeal over decisions affecting the rights of identified parties — a refusal to list, a penalty, a delisting order — not over policy instruments of general application.

Translated to the SCRA scheme, this means a company can carry an exchange’s reasoned refusal to list its securities to the SAT under Section 22A, but cannot use the appellate route to challenge a generally applicable listing norm or bye-law as such; that challenge belongs to the constitutional courts. The distinction matters because aggrieved parties frequently mischaracterise a policy grievance as an order to manufacture an appeal. The SAT, applying NSDL, will decline jurisdiction where the impugned act is administrative or legislative rather than adjudicatory.

Right to representation — Section 22C

Section 22C secures the appellant’s right to be heard through chosen representatives. The appellant may appear in person or authorise one or more chartered accountants, company secretaries, cost accountants or legal practitioners — or any of its own officers — to present the case. The Explanation defines each professional class by reference to its parent statute and the requirement of a certificate of practice, and defines “legal practitioner” to include an advocate, vakil or attorney of any High Court and a pleader in practice.

The breadth of permitted representation reflects the technical, accounting-heavy nature of securities disputes: a listing or disclosure controversy often turns on financial statements and accounting standards as much as on law, so the statute deliberately admits chartered and cost accountants and company secretaries alongside advocates. This is consistent with the natural-justice guarantee of Section 22B(1): the right to be heard is hollow unless the party may be heard through a competent representative of its choice.

Limitation and condonation — Section 22D

Section 22D provides simply that the provisions of the Limitation Act, 1963 shall, as far as may be, apply to an appeal made to the SAT. The phrase “as far as may be” imports the Limitation Act’s general scheme — including Section 5 (condonation of delay on sufficient cause) and the exclusion provisions — to the extent compatible with the special periods fixed by the SCRA itself. For a listing appeal, Section 22A fixes the primary fifteen-day period and its own one-month outer extension; for appeals routed through Section 23L, the period is forty-five days with a power to condone beyond it on sufficient cause.

The standard for “sufficient cause” is the well-worn jurisprudence of Section 5 of the Limitation Act. In Collector, Land Acquisition, Anantnag v. Mst. Katiji, (1987) 2 SCC 107, the Supreme Court directed a justice-oriented, liberal construction of “sufficient cause,” holding that refusing to condone a small, bona fide delay can defeat a meritorious cause at the threshold. That liberality is not unbounded: in Esha Bhattacharjee v. Managing Committee, Raghunathpur Nafar Academy, (2013) 12 SCC 649, the Court catalogued the governing principles — a liberal approach must still be reasonable, the explanation must be bona fide and not a cloak for negligence, and gross, unexplained delay will not be condoned. The SAT applies precisely this calibrated standard when deciding whether to entertain a belated appeal.

Ouster of civil courts — Section 22E

Section 22E is the jurisdictional moat around the Tribunal. It bars any civil court from entertaining any suit or proceeding in respect of any matter that the SAT is empowered to determine, and forbids any court or authority from granting an injunction in respect of any action taken or to be taken under the Act. The provision channels all listing-refusal and related grievances into the statutory appellate forum and prevents litigants from circumventing the SAT through a parallel civil suit.

The ouster, however, is not absolute against the constitutional courts. In L. Chandra Kumar v. Union of India, (1997) 3 SCC 261, a seven-Judge Bench held that the power of judicial review vested in the High Courts under Articles 226/227 and in the Supreme Court under Article 32 is part of the basic structure of the Constitution and cannot be excluded by any statutory tribunal. A clause like Section 22E can validly oust the jurisdiction of civil courts, but it cannot displace the High Court’s writ jurisdiction, which survives as a supervisory check over the SAT. In practice, the existence of an efficacious statutory appeal under Sections 22A and 22F means the High Courts ordinarily decline to entertain writ petitions, relegating the aggrieved party to the SAT — but the constitutional door is never bolted shut.

Further appeal to the Supreme Court — Section 22F

Section 22F provides the apex tier. Any person aggrieved by a decision or order of the SAT may appeal to the Supreme Court within sixty days from the date of communication of the order, but only on a question of law arising out of the order. The Supreme Court may, if satisfied that the appellant was prevented by sufficient cause from filing in time, allow a further period not exceeding sixty days.

Two features distinguish this appeal sharply from the first appeal under Section 22A. First, it lies directly to the Supreme Court, not to the High Court — a noteworthy contrast with many other tribunal statutes, and a point examiners enjoy testing. Second, it is confined to a question of law; the SAT’s findings of fact are, as a rule, final. This is the very limitation the Supreme Court contrasted in Clariant International when explaining why the SAT’s own jurisdiction is wide and unfettered while the appeal above it is narrow. The combined effect of Sections 22A and 22F is a tightly engineered two-tier structure: a full-merits first appeal before a specialised tribunal, and a law-only second appeal before the highest court.

Although Sections 22A to 22F are housed in the listing chapter, Section 22B’s reach is far wider because of Section 23L. That section confers a general right of appeal to the SAT on any person aggrieved by the order or decision of a recognised stock exchange, the adjudicating officer, or any order made by SEBI under specified provisions — and expressly provides that Sections 22B, 22C, 22D and 22E shall apply, as far as may be, to such appeals. The limitation under Section 23L is forty-five days from receipt of the order, with a power in the SAT to condone delay on sufficient cause.

This cross-application is doctrinally important. It means the procedure-and-powers code of Section 22B — freedom from the CPC, civil-court powers, deemed judicial-proceeding status — is the same whether the SAT is hearing a listing-refusal appeal under Section 22A or a penalty appeal under Section 23L. The appellate machinery is unified. A grievance arising from withdrawal of recognition of an exchange or from the exercise of the power to suspend business can thus be tested before the same Tribunal, under the same procedural code, that hears a refusal-to-list appeal.

Establishment and composition of the SAT

The SCRA does not itself constitute the Tribunal; it borrows the SAT established under the SEBI Act, 1992. The Tribunal is set up under Section 15K of the SEBI Act, and its composition has evolved over time — from a single Presiding Officer in the early years to a multi-member body. Following the reconstitution effected by the Finance Act, 2017, the Tribunal comprises a Presiding Officer and a mix of Judicial and Technical Members, reflecting the dual demand of securities adjudication for legal rigour and market expertise. The Presiding Officer is appointed by the Central Government in consultation with the Chief Justice of India or a nominee.

This shared institution is why a single body adjudicates appeals under the SEBI Act, the SCRA and the Depositories Act, 1996. For SCRA purposes, the significance is that the SAT before which a Section 22A listing appeal is filed is a standing, expert, judicially-led tribunal — not an ad hoc forum — and that the procedural guarantees of Section 22B are administered by members equipped to understand both the law and the market mechanics of listing.

Exam takeaways and common traps

For judiciary and CLAT-PG candidates, four points repay memorising. First, distinguish the headings: Section 22A is the right of appeal; Section 22B is procedure and powers; Section 22C is representation; Section 22D is limitation; Section 22E ousts civil courts; Section 22F is the appeal to the Supreme Court. A common trap is to attribute the right of appeal to Section 22B — it is 22A; 22B is purely procedural. Second, remember the asymmetric limitation periods: fifteen days for a Section 22A listing appeal (extendable by up to one month), but forty-five days for a Section 23L appeal.

Third, fix the appellate ladder: the SAT exercises a wide, unfettered first-appeal jurisdiction co-extensive with the original authority (Clariant International), but only quasi-judicial orders are appealable (NSDL); the further appeal under Section 22F lies to the Supreme Court, on a question of law, within sixty days. Fourth, the civil-court ouster in Section 22E is valid against civil courts but cannot defeat the High Court’s writ jurisdiction, which is basic structure (L. Chandra Kumar). Tie these to the condonation standard — liberal yet reasonable (Mst. Katiji; Esha Bhattacharjee) — and the appeals chapter is fully under control. Revisit the regulatory acts these appeals review in our notes on the recognition of stock exchanges and withdrawal of recognition.

Frequently asked questions

What does Section 22B of the SCRA actually deal with?

Section 22B is titled Procedure and powers of Securities Appellate Tribunal. It frees the SAT from the Code of Civil Procedure while binding it to natural justice, vests it with civil-court powers (summoning witnesses, discovery, review, ex parte and restoration powers, etc.), and deems its proceedings judicial proceedings for the purposes of the IPC and CrPC. It does not itself create the right of appeal — that is Section 22A.

Is the SAT bound by the Code of Civil Procedure?

No. Section 22B(1) expressly states the Tribunal shall not be bound by the procedure laid down by the Code of Civil Procedure, 1908. However, it must follow the principles of natural justice and may regulate its own procedure, including where it sits. So it has procedural flexibility but not procedural arbitrariness.

What is the limitation period for appealing to the SAT under the SCRA?

It depends on the route. A listing-refusal appeal under Section 22A must be filed within fifteen days of being furnished reasons (extendable by up to one month on sufficient cause). A general appeal under Section 23L must be filed within forty-five days, with the SAT empowered to condone delay on sufficient cause. Section 22D applies the Limitation Act, 1963 'as far as may be'.

How wide is the SAT's power when it hears an appeal?

Very wide. In Clariant International Ltd. v. SEBI, (2004) 8 SCC 524, the Supreme Court held the Tribunal's appellate jurisdiction is not fettered and is co-extensive with that of the original authority, so it can re-appreciate facts and substitute its own decision. But only quasi-judicial orders are appealable — administrative circulars are not (NSDL v. SEBI, (2017) 10 SCC 1).

Where does an appeal from a SAT order lie under the SCRA?

Under Section 22F, an appeal lies directly to the Supreme Court within sixty days of communication of the SAT's order, and only on a question of law. The Supreme Court may condone delay up to a further sixty days on sufficient cause. The SAT's findings of fact are, as a rule, final.

Can a civil court or High Court still be approached despite Section 22E?

Section 22E bars civil courts from entertaining matters the SAT can decide and forbids injunctions against actions under the Act. But it cannot oust the High Court's writ jurisdiction under Articles 226/227, which L. Chandra Kumar v. Union of India, (1997) 3 SCC 261 held to be part of the basic structure. In practice, the High Court usually relegates the party to the SAT because an efficacious statutory appeal exists.