Jetking Infotrain ltd. vs BSE Limited

IN THE SECURITIES APPELLATE TRIBUNAL
AT MUMBAI

TH
DATED THIS THE 8 DAY OF MAY, 2026

CORAM: Justice P.S. Dinesh Kumar, Presiding Officer
Ms. Meera Swarup, Technical Member
Dr. Dheeraj Bhatnagar, Technical Member


Appeal No.474 of 2025

Jetking Infotrain Ltd.
th
Office No.503, 5 Floor,
Amore Commercial Premises
Co-op Society Ltd., CTS No. Junction
nd th
of 2 & 4 Road, Khar (West),
Mumbai – 400052.









…Appellant

(By Mr. Ravi Kadam, Senior Advocate with Mr. Rohan Kadam, Mr.
Nishith Desai, Mr. Viral Mehta, Mr. Suril Desai, Mr. Mohammad
Kamran, Ms. Khyati Dalal, Mr. Chitransh Vijayvergia, Mr. Nav
Dhawan, Ms. Parina Muchhala, Ms. Shruti Dhonde, Advocates i/b.
Nishith Desai Associates, for the Appellant)

BSE Limited
Phiroze Jeejeebhoy Limited
Dalal Street, Fort,
Mumbai-400001, India.




…Respondent


(By Mr. Shiraz Rustomjee, Senior Advocate with Mr. Tomu
Francis, Mr. Arka Saha, Ms. Smriti Singh, Mr. Tarun Toprani, and
Ms. Manal Shah, Advocates i/b. Khaitan & Co. for the
Respondent)

THIS APPEAL IS FILED UNDER SECTION 22A OF THE
SECURITIES CONTRACTS (REGULATION) ACT, 1956 TO SET
ASIDE THE ORDER/COMMUNICATION DATED SEPTEMBER 23,
2025 PASSED BY THE BSE.

2

THIS APPEAL HAVING BEEN HEARD AND RESERVED FOR
ORDERS ON MAY 5, 2026 COMING ON FOR PRONOUNCEMENT
OF ORDER THIS DAY, THE TRIBUNAL MADE THE FOLLOWING:

ORDER

Per: Justice P. S. Dinesh Kumar, Presiding Officer

This appeal is directed against order/communication
1
dated September 23, 2025 passed by the BSE conveying that
appellant’s application for listing of shares issued in the
preferential issue cannot be considered.

2. Brief facts of the case are, Jetking Infotrain Limited
(‘appellant Company/Company’ for short) is listed on the
Bombay Stock Exchange (‘BSE’ for short). It is an IT and
network training institution. Its shareholders approved insertion
of new object clause in the memorandum of association (‘MoA’
for short) to invest, acquire, hold, sell, trade and deal in any type
of virtual digital assets (‘VDAs’ for short). On November 4,
2024, the Registrar of Companies (‘RoC’ for short) certified the
amendment to the MoA. Appellant made an application to the
BSE for an ‘in-principle approval’ for issue and allotment of
equity shares on preferential basis and on May 9, 2025, BSE
granted the ‘in-principle approval’. Appellant Company circulated
offer letter to the proposed pre-identified investors. On May 23,
2025, appellant Company received the issue proceeds and
invested in virtual digital assets on the ‘Coin DCX Exchange’

1
BSE Limited

3

platform. On June 10, 2025, the Company filed an application
and sought listing of the shares issued in the preferential issue.
On September 23, 2025, BSE returned the listing application and
it is under challenge in this appeal.

3. We have heard Mr. Ravi Kadam, learned Senior Advocate
for the appellant and Mr. Shiraz Rustomjee, learned Senior
Advocate of the SEBI.

2
4. Mr. Kadam submitted that in the AGM of the Company
held on September 20, 2024, the shareholders approved the
amendment to the objects to enable the Company to invest,
acquire, hold, sell, trade and deal in any of the virtual or digital
assets. This amendment was approved by the RoC. In
November 2024, Company’s Board approved the treasury
reserve policy to invest in virtual digital assets.

5. On April 1, 2025, Company’s Board approved issuance of
equity shares on preferential allotment to certain pre-identified
investors, both promoters and non-promoters. BSE granted an
‘in-principle approval’, based on which Company proceeded
ahead and circulated an offer letter. During May 2025,
preferential shareholders paid the application money and it was
utilised to purchase VDAs.

6. Mr. Kadam submitted that as early as in September, 2024,
the objects in the MoA were amended and RoC had approved the
same on November 4, 2024. That amendment permitted the
Company to invest and trade in VDAs. The second amendment

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Annual General Meeting

4

was brought with the approval of the Board on April 1, 2025.
The RoC has approved the second amendment on July 7, 2025.

7. He contended that Company had all the power and
authority to invest and deal in the VDAs pursuant to the first
amendment and its approval by the RoC. After receipt of the
impugned communication, appellant informed the BSE about the
first amendment but BSE has not reconsidered the matter.

8. In reply, Mr. Rustomjee, learned Senior Advocate for the
BSE submitted that as on the date of consideration of Company’s
application there was no approval by the RoC. Amplifying his
contention, he submitted that investment in VDAs could not be
treated legitimate prior to approval by the RoC on July 7, 2025.

9. With regard to the first amendment, he submitted that
first amendment permitted the Company to invest in VDAs by
utilising its surplus funds. It did not permit the Company to do
business in VDAs. He submitted that there is a classic difference
between investing Company’s funds in VDAs and doing business
in VDAs. Justifying the impugned communication, he submitted
that since the Company did not have RoC’s approval for the
second amendment as on the date of investment in VDAs, such
investment is ultra vires the MoA. Therefore, there is no error in
the impugned communication.

10. We have carefully considered the rival contentions and
perused the record.

11. Undisputed facts of the case are, the MoA was amended
twice. The first amendment was approved by the shareholders

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3
in the AGM on September 20, 2024 and the RoC approved the
same on November 4, 2024. That amendment reads as follows:
“To invest, acquire, hold, sell, trade and deal in any type of
virtual and/or digital assets, including but not limited to
fungible tokens, non-fungible tokens and other blockchain-
based assets. To facilitate such activities, The Company can
open, maintain and operate accounts with permissible
exchanges or trade desks, for the purpose of investing,
trading, holding, and managing digital assets in compliance
with applicable laws and regulations as deemed necessary or
desirable for the business.”

12. The second amendment was approved by the
shareholders on May 1, 2025. On July 7, 2025, the RoC approved
the amendment of objects clause to insert clause 5(III)A and
issued a certificate. The second amendment reads as follows:
“5. To engage in the business of holding, acquiring, buying,
selling, trading, staking, transferring, and dealing in virtual
digital assets, including but not limited to bitcoin,
blockchain-based tokens, non-fungible tokens, and other
digital assets and to develop, deploy, and manage
blockchain-based technologies, virtual digital assets,
decentralized finance (DeFi) platforms, and related services
including but not limited to consultancy, research, and
advisory services in blockchain and virtual digital asset
management.”
(Emphasis supplied)

13. It is also not in dispute that BSE gave its ‘in-principle
approval’ for issue of preferential share on May 9, 2025. The
Company received share application money and utilised it to
invest in VDAs. Admittedly, appellant Company did not inform
the BSE about the first amendment before obtaining the ‘in-
principle approval’ or while submitting the application on

3
Annual General Meeting

6

June 10, 2025 seeking listing of shares. It is only after the BSE
returned the listing application, the Company brought the first
amendment to its notice. BSE for reasons best known did not
respond. Feeling aggrieved, appellant Company has challenged
BSE returning the listing application.

14. In the light of the above facts the point that arises for
consideration is, whether based on the first amendment, the
appellant Company is entitled for consideration of its
application for listing?

15. Company’s main aims and objects mentioned in clause
4
III(A) prior to the first amendment and post first amendment
are exactly the same and they read as follows:
“1. To carry on in India or elsewhere all or any of the
business or businesses of electrical and electronic engineers
and manufacturers of, dealers in, hirers, repairers, cleaners
and stores of all kinds of electrical and electronic plant,
machinery, equipments, appliances, apparatus, components,
accessories and other devices and scientific and other
equipments (including in particular, broadcast/telecast
receiving and transmission systems, light and sound
amplifiers. stereophonic equipments, audio and video
systems, computers, computer systems, radios, transistors,
televisions, calculators, duplicators, photocopiers, electronic
typewriters, dictaphones and other similar equipments and
accessories, electric/electronic clocks and time recording
systems (whether analogical or digital or otherwise).

2. To conduct, promote, takeover, enter into franchise
arrangements for, collaborate with foreign
agencies/institutions for educational schools or colleges or
Institutes by whatever name called in the field of education in
electronics.


4
Dated 04.11.2024

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3. To carry on the business in India and abroad of academic
development and education, as well as training for
professional and skills development of personnel engaged or
to be deployed in various trades and vocations including but
not limited to organized or unorganized retail sector and
automobile servicing and repairs etc. through own- run,
franchisee operated or in collaboration with other
institutions, and to promote universities, institutions,
colleges, schools, vocational training centers for providing
such training and spreading awareness of literacy and human
development through computers and other media and
promote research and development in all branches of human
interest and award doctorate, degrees, diplomas or such
other titles in vogue in the academic or professional fields.

4. To establish, operate, provide, undertake, develop,
manage, promote, own, organize, conduct, or wind up,
facilities management and services in relation to fully or
partly furnished, staffed and equipped or otherwise, property,
premises, buildings, commercial premises, including one
more individuals offices, and offering ancillary business
services, space management and communications
infrastructure(including video and audio conferencing
facilities), building maintenance, administration and contract
management, provide facilities for serviced offices, business
centres, coworking and shared office spaces, meeting and
training rooms and virtual offices on Company's owned or
rented premises directly or through specialized agencies in
India or abroad.”

16. It is relevant to note that the main aims and objects of
the Company were amended by adding para 5 in Clause III(A) by
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the second amendment , which reads as follows:

“ 5. To engage in the business of holding, acquiring, buying,
selling, trading, staking, transferring, and dealing in virtual
digital assets, including but not limited to bitcoin,
blockchain-based tokens, non-fungible tokens, and other
digital assets and to develop, deploy, and manage
blockchain-based technologies, virtual digital assets,

5
Dated 07.07.2025

8

decentralized finance (DeFi) platforms, and related services
including but not limited to consultancy, research, and
advisory services in blockchain and virtual digital asset
management.”
(Emphasis supplied)



17. It is relevant to note that there was no change in the
main objects after first amendment, whereas pursuant to second
amendment, the above para has been added in the main object’s
clause.

18. Mr. Kadam’s main argument is, the first amendment
permitted the Company to invest, acquire, hold, sell, trade and
deal in any type of virtual and digital assets and it was approved
by the RoC on November 4, 2024. Therefore, all actions taken by
the Company in furtherance of the first amendment are fully
valid in law. His next argument is, the second amendment is only
to elaborate the scope of first amendment by which the
Company also could develop, deploy and manage blockchain-
based technologies, virtual digital assets, decentralized finance
platforms and related services. It was argued that BSE has failed
to notice that by virtue of the first amendment, the Company
had all power to do such acts and deeds mentioned in the first
amendment extracted above.

19. Per contra, Mr. Rustomjee’s contention is that the first
amendment is of no consequence inasmuch as it is an
amendment to the ancillary objects and it cannot be operated
independently.

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20. Both Mr. Kadam and Mr. Rustomjee have relied upon Dr.
6
A. Lakshmanaswami Mudaliar . In that case, United India Life
Assurance Company had donated ₹2 Lakhs from shareholders
account to a charitable Trust. That donation was challenged by
the LIC after the Company was merged into it under the LIC Act,
1956. The Apex Court held that the donation was ultra vires
because there was no clause in the memorandum authorising
such contribution. Mr. Kadam argued that in the instant case
clause III (B) authorised the Company to invest, acquire and
deal in virtual and digital assets and sought to distinguish the
said authority. We may usefully note that in Dr. A.
Lakshmanaswami Mudaliar, it is recorded thus:

“There is however no ambiguity in the relevant terms of the
memorandum of association. Clause III of the memorandum
deals with the objects and powers of the company in
language which is reasonably plain. The articles may explain
the memorandum, but cannot extend its scope. Sub-clause (v)
merely authorises the company to do all such other things ‘as
are incidental or conducive to the attainment of the above
objects or any of them’. The clause merely sets out what is
implicit in the interpretation of every memorandum of
association: it does not set up any independent object, and
confers no additional power. Acts incidental to or naturally
conducive to-the main object are those which have a
reasonably proximate connection with the object and some
indirect or remote benefit which the company may obtain by
doing an act not otherwise within the object clause, will not
be permitted by this extension. In Tomkinson v. South Eastern
Railway Co. [(1887) 35 Ch. D. 675.] it was held that a
resolution passed by the shareholders of a railway company
authorising the directors to subscribe £ 1,000 out of the
company's funds towards a donation to the Imperial Institute
was ultra vires, even though the establishment of the Institute
would benefit the company by causing an increase in
passenger traffic over their line.”

6
Dr. A. Lakshmanaswami Mudaliar and Others v. LIC and Another, 1962 SCC
OnLine SC 9

10

and ultimately, the Apex Court has held thus:
“We are, therefore, of the view that the resolution donating
the funds of the company was not within the objects
mentioned in the memorandum of association and on that
account it was ultra vires.”

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21. Mr. Kadam also relied upon The Barium Chemicals Ltd
8
and Amarendra Kumar Pandey ; and contended that the first
amendment contains the words ‘deemed necessary or desirable
for the business’. Therefore, the inevitable corollary is that where
a company determines particular matter is in furtherance of its
objects, such determination is conclusive. In our view, these
authorities do not lend any support the appellant because the
said words are found in the amendment to the ‘ancillary objects
clause’.

22. He next contended that law draws a clear distinction
between absence of corporate capacity and abuse of an existing
power and argued that where power exists in the MoA, any
exercise thereof is not ultra vires or nullity. He submitted that
the said proposition is authoritatively settled in Rolled Steel
9
Products (Holdings) Limited .

23. As noted hereinabove, the point for consideration in this
case is whether the first amendment permitted investment and
dealing in VDAs. It was argued by Mr. Rustomjee that relying

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The Barium Chemicals Ltd and Another v. SH.A.J. Rana and Others, (1972) 1
SCC 240
8
Amarendra Kumar Pandey v. Union of India, (2024) 15 SCC 401
9
Rolled Steel Products (Holdings) Ltd. v. British Steel Corporation and Others,

1985 WLR 908

11

10
upon Dr. A. Lakshmanaswami Mudaliar , the Apex Court in
11
Terrascope Ventures Limited has held that an ultra vires act
cannot be ratified. We note that in Terrascope Ventures Limited ,
it is held as follows:

“62 . Following the judgment Birkbeck Permanent Benefit
Building Society, In re [(1912) 2 Ch. D. 183 (CA).] this court
in Dr. A. Lakshmanaswami Mudaliar v. Life Insurance
Corporation of India [(1963) 33 Comp Cas 420 (SC); 1962
SCC OnLine SC 9.] observed that where a company does an
act which is ultra vires, no legal relationship or effect ensues
therefrom. Such an act is absolutely void and cannot be
ratified even if all the shareholders agree.”

24. It was urged by Mr. Kadam that in Companies Act, 2013,
there is no classification such as ‘main objects’ and ‘ancillary
objects’. Adverting to Section 4 of the Companies Act, 2013, he
submitted that Section 4 mandates that memorandum of a
company shall state the objects for which the company is
proposed to incorporate and any matter considered necessary in
furtherance thereof. He submitted that the company and the
shareholders have consciously considered it necessary to provide
for investment in VDAs as a matter to be in furtherance of
Company’s MoA objects.

25. It is relevant to note that Schedule I corresponding to
Section 4 and 5 of Companies Act, 2013 provides the manner in
which the memorandum of association of a company shall be
prepared. The first clause is the name of the company, second is

10
Dr. A. Lakshmanaswami Mudaliar and Others v. LIC and Another, 1962 SCC
OnLine SC 9
11
SEBI v. Terrascope Ventures Limited, (2026) SCC OnLine SC 403, 2026
INSC 245.

12

the State in which the registered office is situated and clause
No.3 which is relevant in this case reads as follows:

“(a) The objects to be pursued by the company on its
incorporation are –
(b) Matters which are necessary for furtherance of the
objects specified in Clause 3(a) are –”

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26. The admitted position in the pleading is, while applying
for the first amendment, the Company has expressly sought for
amendment by adding para 13 under Clause III (B) of the MoA.
Accordingly, the amendment was approved by the RoC. While
applying for the second amendment, the Company has sought
the amendment by adding para 5 under Clause III (A) of the
MoA.

27. Schedule I extracted above makes a clear distinction in
3(a) and 3(b). The objects to be pursued by the company are
required to be stated in 3(a), whereas matters which are
necessary for furtherance of objects specified in clause 3(a) are
required to be stated in 3(b).

28. Thus, it is clear that by the first amendment the Company
sought amendment to clause 3(b) of the schedule i.e. matters
necessary for furtherance of objects in clause 3(a). It is also an
admitted position that as on the date of submitting the listing
application, there was no amendment to clause 3(a). While
rejecting the application, BSE has stated that the MoA of the
Company did not permit raising funds and to invest in VDAs. This
factual matrix is incontrovertible. Therefore, the Company calling

12
Para 6.2 of the memorandum of appeal.

13

for investment by the proposed pre-identified investors and all
subsequent actions prior to July 7, 2025, on which the RoC
approved the amendment of Clause 5 (III) A, are ultra vires.

29. BSE has rejected the application on the following
grounds:

i. The Company had used the amounts raised in preferential
issue towards investing in VDAs prior to amendment
being certified by the RoC;

ii. The object of the issue included investment in VDAs,
which may be speculative in nature; and

iii. Policy on investment in VDAs was purportedly under
review and till a final view emerged BSE could not process
the application.

30. It was submitted by Mr. Rustomjee that this Tribunal may
restrict consideration of this appeal only so far as the
amendment to the MoA is concerned i.e. reasons (i) above.
Hence, we have not considered the ground Nos. (ii) and (iii)
mentioned above.

31. In the light of above discussion and the law laid down in
13
Terrascope Ventures Limited , no exception can be taken to the
impugned communication. Accordingly, the point for
consideration is answered in the negative .

13
SEBI v. Terrascope Ventures Limited, (2026) SCC OnLine SC 403, 2026

INSC 245

14

32. Hence, the following:

ORDER

i. Appeal is dismissed .
ii. Pending interlocutory application(s), if any, stand disposed
of.
iii. No Costs.


Justice P.S. Dinesh Kumar
Presiding Officer



Ms. Meera Swarup
Technical Member



Dr. Dheeraj Bhatnagar
Technical Member



08.05.2026
RHN
Digitally signed by PRERNA MANISH KHARE
Date: 2026.05.08 16:35:43 +05'30'
PRERNA MANISH KHARE