Order D.K Seth, J. In this case the petitioner had prayed for an injunction with regard to the implementation of the notice dated 22.3.2001 as contained in Annexure "A" to the petition. The grounds on which this notice is challenged are elaborated by the learned counsel for the petitioner. Before dealing with the same, it may be beneficial to briefly refer to the facts that gave rise to the questions so formulated. 2. Certain transactions with regard to the sale of shares were undertaken by the petitioner as broker. The said transactions were settled in Settlement No. 2001148. Subsequently on the ground that this transaction attracts the mischief of Bye-law XXVII, Clause B the notice dated 22.3.2001 had been issued seeking to recover certain amount by way of adjustment. This is the said notice that has since been challenged. 3. Mr. Anindya Mitra assisted by Mr. Pratap Chatterjee, the learned Counsel for the petitioner, contends that the notice is wholly without jurisdiction and beyond the competence of the Calcutta Stock Exchange. He then contends that before issuing the said notice or taking any steps under the said provision the Defaulters Sub-Committee must have reason to belive that the impugned transactions are hit by the provisions of Clause B of Bye-law XXVII. Relying on the said notice contained in Annexure "A" it was pointed out that there was nothing to indicate that the Defaulters Sub-Committee had ever any reason to believe that any of the conditions contained in sub-clauses (a), (b) and (c) of Clause B is satisfied. Therefore, it cannot assume jurisdiction to issue the notice at all. He then contends, even assuming but not admitting, that the steps taken by the Defaulters Sub-Committee are within their competence, still then the same can be done only after giving notice and not before. He then proceeds to contend that such recovery or adjustment can be made only after finally determining that the transaction is a 'disallowed transaction' and not before. Relying on different clauses he had elaborated his submission and had pointed out that the Defaulters Sub-Committee could not have sold shares or the securities being the subject matter of the transaction in the facts and circumstances of the case. Relying on different clauses he had elaborated his submission and had pointed out that the Defaulters Sub-Committee could not have sold shares or the securities being the subject matter of the transaction in the facts and circumstances of the case. He also points out that if any step taken through the said notice is implemented, in that event his securities will be reduced to the extent of the amount sought to be adjusted which will affect his business to the tune off our times of the adjustment made and thereby, affect his right to carryon business which cannot be done without a notice given to him. He also contends that by reason of issuance of the said notice his business is being stopped and are being affected. Therefore, according to him, consideration of the balance of convenience and inconvenience and the facts and circumstances of the case, an interim order should be granted. 4. Similar such matters have already been moved in which interim orders have already been obtained. Two of the matters have since been adjourned till to 4th of April, 2001 but one matter being T/230/2001 (Express Securities Private Limited vs. The Calcutta Stock Exchange Association Limited & Ors.) is in the list today which is also being taken up alongwith this matter by consent of the parties and at the behest of Mr. Hirak Mitter, the learned Counsel appearing on behalf of the Calcutta Stock Exchange. 5. Mr. Hirak Mitter, learned Counsel on behalf of the Calcutta Stock Exchange on the other hand contends that the said notice proceeds to record that the alleged transaction prima facie appears to have been collusive etc. which is an indication of the reason to believe within the meaning of Clause B of Bye Law XXVII which is a pre-requisite for issuing the notice. He then contends that if any of the sub-clauses (a) to (c) are attracted, in that event the respondent has the right to take steps as provided in Clause B. According to him, there are distinctions with regard to the transactions which are below 50 lakhs and which are above 50 lakhs. So far as the first two paragraphs are concerned they relate to transaction above 50 lakhs. So far as the third paragraph is concerned the same relates to transaction below 50 lakhs. So far as the first two paragraphs are concerned they relate to transaction above 50 lakhs. So far as the third paragraph is concerned the same relates to transaction below 50 lakhs. Relying on the first two paragraphs he contends that whenever the Defaulters' Sub-Committee has reason to believe that any of these sub-clauses (a) to (c) is attracted, then it has to record its reason for belief, if the case is related to a transaction above 50 lakhs. In such circumstances, it can stop payment or delivery of securities involved in the transaction until the question is finally determined as disallowed transaction. But this would not preclude the member from carrying out other transactions. According to him, this can be done even without issuing any notice to the member. Relying on the second paragraph he contends that if the payment is made and the securities are delivered, in that event the same can be recovered within 48 hours even before the question is finally determined and even before any notice is given. According to him, notice opportunity is contemplated only before the final determination and not otherwise. 6. Relying on various other provisions of the Bye laws he had elaborated his submission and supported the notice and contended that the step was rightly taken. He further contends that the Court should not interfere at this stage and should not stop the investigation because of the urgency of the matter. He then contends that unless the amount is allowed to be recovered or adjusted, as the case my be, the entire function of the Stock Exchange would jeopardise which will affect the interest of the investors as well as the market in general. In any event the loss that might be suffered by the petitioner can be quantified and as such, no injunction should be granted. According to him, the balance of convenience and inconvenience is against the petitioner. In case any injunction is granted, in that event the whole process of investigation would suffer and at the same time, the entire functioning of the Stock Exchange would collapse. If the Stock Exchange is allowed to suffer, the entire economy of the Nation would be at peril. Therefore, the injunction that has already been granted should be vacated and no injunction, if not already granted, shall be granted. 7. I have heard both the Counsel at length. If the Stock Exchange is allowed to suffer, the entire economy of the Nation would be at peril. Therefore, the injunction that has already been granted should be vacated and no injunction, if not already granted, shall be granted. 7. I have heard both the Counsel at length. In order to appreciate the situation I may now note the working of the Calcutta Stock exchange for the purpose of appreciating the question raised. Under the Bye-law (iii) of Chapter XVIII of the Bye-laws & Regulations relating to the Settlement Guarantee Fund of the Calcutta Stock Exchange the Settlement Guarantee Fund (SGF) has been defined as follows:- "3 SETTLEMENT GUARANTEE FUND 'Settlement Guarantee Fund' means the Calcutta Stock Exchange Settlement Guarantee Fund established and maintained in accordance with the provisions of these Bye-laws for the purpose of guarantee trades and transactions in securities by active member on C-STAR System in Calcutta Stock Exchange. It includes the corpus and all other donations, contributions, levies, charges and incomes and properties of SGF to guarantee settlement of deals between the members of the Exchange. Subject to the other provisions of the Rules, Bye-laws and Regulations of the Exchange, the objects of the Fund shall be to guarantee, in accordance with the Rules, Bye-laws and Regulations of the Exchange, the settlement of bona fide transactions of members of the Exchange inter se which form part of the Exchange's settlement system so as to endeavour to ensure timely completion of settlements on the Exchange and thereby protect the interest of the investors on the Exchange and the members of the Exchange and thereby also inculcate confidence in the minds of investors regarding the expeditious completion of settlements on the Exchange and support the development of the stock market." 8. The above function shows that the object of the fund is the settlement of bona fide transactions of the members of the Exchange inter se, so as to ensure timely completion of the settlement and thereby protect the interest of the investors on the Exchange and the members of the Exchange and thereby inculcate confidence in the minds of the investors regarding the expeditious completion of the settlement on the Exchange and support the development of the Stock Market. 9. 9. If this is the object, in that event that has to be fulfilled and the primary consideration with regard to the question should have regard to this object. 10. In the present case it is alleged that certain payments have been made out of the SGF. Until and unless those payments are reimbursed, the Stock Exchange would be short of SGF and would be unable to honour the claims and thereby would be incapable of fulfilling the object of the SGF. 11. It is not necessary to enter into the details of the other matters for our present purpose except that this fund can be used as defined in Bye Law XVIII which runs as follows:- "XVIII. Limitations of liability of the fund The liability of SGF would cover all transactions put through C-STAR system in the normal course of trading, except - Negotiated deals crossed deals any fraudulent deals or non-bona fide transactions credit advises exchanged bad delivery". 12. Thus the SGF does not cover the liability in respect of negotiated deals which is termed as 'Matched Transactions' and fraudulent deals of non-bona fide transactions apart from other cases. In the present case, the allegations are related to the negotiated deals and fraudulent deals or non-bona fide transactions. Therefore, in case there is anything to indicate prima facie that it falls under any of the two conditions, in that event the amount which has been paid out of the fund could not have been paid and as such, is liable to be recovered. 13. Bye-law XXVI casts a liability on the Defaulters' Sub-Committee to make all endeavors to ensure that the value of the fund at any point of time is not less than the amount provided in sub-clauses (i) and (ii). Therefore, the Defaulters' Sub- Committee has a liability to maintain the same. Bye-law XXV in the second paragraph provides that in case there is any diminution or loss of the fund by reason of default or fraud by any member, in that event such member shall be reasonably liable for the loss or diminution. Thus, it appears that the Bye-law XXV creates a liability on the member if he is guilty of wilful default or is guilty of fraud. But then these questions are to be examined in the light of the Bye-law XXVII under which the said notice was issued. 14. Thus, it appears that the Bye-law XXV creates a liability on the member if he is guilty of wilful default or is guilty of fraud. But then these questions are to be examined in the light of the Bye-law XXVII under which the said notice was issued. 14. Bye-law XXVII deals with the question of member's failure to pay amount into Clearing House. 15. Clause B of Bye-Law XXVII begins with a non-obstantive clause which is relevant for our purpose runs as follows:- "Notwithstanding anything stated elsewhere in the Rules, Bye-laws and Regulations, if the Defaulters Sub-Committee has reason to believe that any transaction - a) is not bona fide; b) is disallowed under any Bye-law relating to the default of a member; c) is connected with payment or repayment of a deposit or loan, then- If the default amount involved in the pay-out or the transaction value or the market value of the concerned transactions referred to the Defaulters' Sub-Committee is rupees fifty lacs or more, the Defaulters' Sub-Committee shall record the reasons for its belief, and shall not make payment or deliver securities out of the Fund in respect of any transactions which is of a nature referred to in this Bye-law (in this Bye-law referred to as disallowed transaction), unless and until the Defaulters' Sub-Committee has finally determined that the transaction is not a disallowed transaction but, shall make payment and deliver securities in respect of other transactions. If for any reason, any payment is made or securities are delivered in respect of any such transactions the concerned receiving member shall repay such amount or re-deliver such securities to the Defaulters' Sub Committee within forty-eight hours of being required to do so and in accordance with the provisions of this Bye-law. If for any reason, any payment is made or securities are delivered in respect of any such transactions the concerned receiving member shall repay such amount or re-deliver such securities to the Defaulters' Sub Committee within forty-eight hours of being required to do so and in accordance with the provisions of this Bye-law. If the default amount involved in the pay-out or the transaction value or the market value of the concerned transactions of each member referred to the Defaulters Sub-Committee is less than rupees fifty lacs, the Defaulters Sub-Committee shall make payment out of the fund in respect of such transaction as per usual payout schedule after declaration of default and if the Defaulters Sub-Committee finally decides that the transaction is a disallowed transaction, then the concerned receiving member shall repay such amount or re-deliver such securities to the Defaulters Sub-Committee within forty-eight hours of being required to do so and in accordance with the provisions of this Bye-law. For the purposes of this clause, the Defaulters' Sub-Committee shall be entitled to aggregate the dues and amounts of all transactions of each member of the nature referred to in this Bye-law. The Defaulters' Sub-Committee shall afford an opportunity to the concerned member(s) to be heard by giving him/them not less them 24 hours' written notice before finally determining whether the transaction is a disallowed transaction. For the purpose of determining whether or not a transaction is a disallowed transaction, the Defaulters Sub-Committee shall be entitled to consider, inter alia, the surrounding circumstances, the usual course of dealings on the Exchange, the relationship between the defaulter and the claimant, the quantity and price of the securities involved in the transaction, other trades in the same script and such other matters as the Defaulters' Sub-Committee thinks fit. The Defaulters' Sub-Committee shall determine whether or not a transaction is a disallowed transaction within one month from the date of the relevant pay-out. The Defaulters' Sub-Committee shall determine whether or not a transaction is a disallowed transaction within one month from the date of the relevant pay-out. A member whose transaction has been finally determined by the Defaulters' Sub-Committee to be a transaction of the nature of default, may file an appeal to the Defaulters' Sub-Committee or Committee against the decision of the Defaulters' Sub-Committee within seventy two hours of the Defaulters' Sub-Committee's decision and the reasons therefore being communicated to him or such other extended period (not exceeding 15 days of the Defaulters' Sub-Committee decision and the reasons therefore being communicated to him) as the Defaulters' Sub-Committee permits. Provided that if the concerned member has received payment or securities for the disallowed transactions then he shall be not entitled to file an appeal unless he has re-deposited the payment or securities received by him, in respect of the disallowed transactions, with the Defaulters' Sub-Committee." 16. It is this provision under which the validity of the notice is to be examined. All the questions raised by the contending Counsel are confined to the interpretation of this provision. 17. A plain reading of the said provision shows that Clause B begins with a non-obstantive clause. Therefore, it would have an overriding effect. It provides that if the Defaulters' Sub-Committee had reason to believe that any transaction is not bona fide or is connected with payment or repayment of a deposit or loan or otherwise, then the steps provided therein can be taken. The interpretation of a particular provision is to follow the consequences at which the relevant provisions are arranged. In any event, the entire Clause B has to be read together and has to be reconciled giving a full meaning without rendering any of its parts nugatory or irrelevant. It is a totality of the provision that has to be looked into. 18. The question that has been raised is as to whether the power conferred in Clause B of Bye-law XXVII can at all be reported to by the Defaulters' Sub-Committee in the facts and circumstances of the case in issuing the said notice. As contended by Mr. Chatterjee, the notice does not indicate that there is any reason to believe on the part of the Defaulters' Sub-Committee that any of the conditions contained in sub-clauses (a) to (c) is attracted. As contended by Mr. Chatterjee, the notice does not indicate that there is any reason to believe on the part of the Defaulters' Sub-Committee that any of the conditions contained in sub-clauses (a) to (c) is attracted. It may be borne in mind while deciding such questions at the initial stage when only the notice is issued and the same is not being finally determined that this Court has to look at the prima facie case that has been made out. The said notice purports to initiate a proceeding by an independent body which is clothed with certain powers by the Bye-laws. The court cannot sit as an Appellate Authority nor can sit as a Revisional Authority while considering the said question when the proceeding is initiated by an independent body to assume jurisdiction to exercise its power. A plain reading of the notice contained in Annexure 'A' shows that the Committee had opined that the transaction, prima facie, appeared to be collusive and that the transaction appeared to have been entered into in connection with payment or repayment of a deposit or loan outside the Exchange with an intention to defraud the SGF of the Exchange. Thus it appears that this Defaulters' Sub-Committee is of opinion that there is a prima facie case which means that it has reason to believe. Unless there is a reason to believe it cannot come to a finding of a prima facie case. Though much has been said on account of absence of the expression 'reason to believe' in the notice by Mr. Chatterjee, but in my view the same does not make any difference. 'Reason to believe' is a prima facie formation of opinion which is clearly satisfied by reason of the expression prima facie it appears'. Whether the formation of such opinion was arrived at or whether there were materials for formation of such opinion, these questions need not be gone into at this stage. However, the materials that have been disclosed, though stated to be the quotation or repetition of the expressions used in the Bye-laws, but yet it appears there from that certain facts have been disclosed with regard to the questions out of which such an opinion has sought to be formed. It is not expected that while issuing a notice the Defaulters' Sub-Committee would be writing out a judgment or would give full reasons. It is not expected that while issuing a notice the Defaulters' Sub-Committee would be writing out a judgment or would give full reasons. If the notice appears to be intelligible and it makes out certain meaning about the persons who are concerned with it and who are acquainted with the facts and circumstances of the case, in that event, prima facie, the notice cannot be said to be invalid or ineffective. Therefore, I am unable to persuade myself to agree with the contention of Mr. Chatterjee that the Defaulters' Sub-Committee could not have assumed any jurisdiction in the absence of any expression that it has reason to believe. Therefore, the first contention cannot be sustained. 19. So far as the second part of his contention is concerned that the reasons are to be recorded, it appears that there are something which records the reasons for its belief as discussed hereinbefore. A plain reading of the said notice would show that there are some indication about the reasons on which such belief has been arrived at. 20. The first paragraph of Clause B provides that in case any of the mischiefs provided in sub-clauses (a) to (c) are attracted in that event the Defaulters' Sub-Committee is entitled to stop payment or delivery of securities involved in the transaction until the question is finally determined as a disallowed transaction. But such stoppage of payment or delivery of securities will not affect making of payment or delivery of securities in respect of other transactions. Therefore, the scope of first paragraph of Clause B is confined to the impugned transaction which is hit by any of the mischiefs of sub-clauses (a) to (c), that too subject to final determination. 21. The second paragraph of Clause B takes care of a situation where payment is already made or securities are already delivered. In such cases, the receiving member has to re-pay such amount or re-deliver such securities to the Defaulters' Sub-Committee within 48 hours of being required to do so and in accordance with the provisions of the Bye-law. This provision does not postulate giving of prior notice before taking steps for recovery of any amount or re-delivery of securities. 22. So far as the first paragraph is concerned the same also does not contemplate any prior notice before stopping payment or stopping delivery of securities. This provision does not postulate giving of prior notice before taking steps for recovery of any amount or re-delivery of securities. 22. So far as the first paragraph is concerned the same also does not contemplate any prior notice before stopping payment or stopping delivery of securities. These two paragraphs are to be read together and reconciled with each other. These are really an immediate step which brooks no delay. If any amount is flown out of the SGF in that event the SGF is depleted. If any of the sub-clauses (a) to (c) is attracted, in that event it would not be covered within the liability of the SGF specified in Bye law XVIII. If it is not covered within the liability of SGF, only to secure the situation such provisions have been incorporated. 23. It had made a difference between a transaction above Rs. 50 lakhs and below Rs. 50 lakhs. When it is below Rs. 50 lakhs such recovery cannot be made until final decision of the Defaulters' Sub-Committee. If the contention of Mr.Chatterjee is to be accepted that such recovery or re-delivery can be contemplated only after notice and final determination, in that event it would not be possible to reconcile the third paragraph relating to transaction below Rs.50 lakhs. If read together, in that event it appears that a distinction has been made relating to transaction above Rs.50 lakhs and below Rs. 50 lakhs. Thus when the transaction is above Rs. 50 lakhs, in such cases even before final determination and even without issuing notice the steps contemplated in the first and second paragraphs can be taken. The same is more clear from the use of the expression in the first paragraph that stoppage of payment and delivery shall continue until final determination which means that it can be done before final determination and without notice and the second paragraph is a substitute of the first paragraph in cases of exigencies which cannot be covered by the first paragraph where the payment is already made and the shares are already delivered. Therefore, both these paragraphs are to be read together. If conjointly interpreted in that event there cannot be any other interpretation with regard to the said provisions. 24. Therefore, both these paragraphs are to be read together. If conjointly interpreted in that event there cannot be any other interpretation with regard to the said provisions. 24. The 5th paragraph of Clause B requires a minimum 24 hours' notice before final determination as to whether the transaction is a disallowed trans-action and giving an opportunity of being heard to the concerned member. If read together this also shows that the notice itself is a pre-condition for final determination. It is not a pre-condition for taking steps prior to final determination. The steps relating to stoppage of payment or delivery or revery or redelivery as contemplated in the first and second paragraphs are not subject to the 5th paragraph which can be undertaken even before the 5th paragraph is resorted to viz. before final determination and without issuing notice. 25. The 6th paragraph provides that for the purpose of determining the question the Defaulters' Sub-Committee is entitled to rely on certain materials as provided therein. If any of these materials is satisfied in that event it will be open to the Defaulters' Sub-Committee to form an opinion. In the present case, it is submitted by Mr. H. Mitra that the present transaction was undertaken within a particular time in respect of the identical share scrips for the identical numbers which were offered and purchased. Such a transaction cannot be materialised unless there is a pre-arrangement or the same is a negotiated deal or matched transaction which is one of the considerations that is provided in the 6th paragraph. It may also take various other materials like the surrounding circumstances, the usual course of dealings on the Exchange, the relationship between the defaulter and the claimant, the quantity and price of the securities involved in the transaction, other trades in the same scrip and such other matters as the Defaulters' Sub-Committee thinks fit. According to him, there are materials to show that all these materials are present and that the Defaulters' Sub-Committee had taken into consideration all such considerations. The other materials can be disclosed provided opportunity of filling Affidavit-in-Opposition is given. He also points out that the notice having been given within the meaning of 5th paragraph as contained in Annexure 'A' it is open to the petitioner to appear before the Defaulters' Sub-Committee and place his grievance for final determination. The other materials can be disclosed provided opportunity of filling Affidavit-in-Opposition is given. He also points out that the notice having been given within the meaning of 5th paragraph as contained in Annexure 'A' it is open to the petitioner to appear before the Defaulters' Sub-Committee and place his grievance for final determination. It does not affect him otherwise since the amount that has been sought to be adjusted can be recovered as observed earlier and the granting of a quantified amount would not prejudice him for the purpose. In case the petitioner is called upon to pay the said amount it is open to the petitioner to pay the amount. In case he chooses not to pay, in that event the question of sufferance and reduction of business is invited by himself. Admittedly, he has received the payment out of the transaction. Therefore, he would be refunding only a portion of it. Therefore, it will not prejudice him with regard to his business if he refunds the same. Instead of refund, if he retains the amount and allows his securities to be adjusted, in that event, he will be doing so at his own option. When it is a question of his own option in that event he cannot claim that he will suffer inconvenience if the order not stayed. 26. It is not necessary to go into the details of other questions or determine the rights between the parties or to go into the merits of the case or make an observation with regard to the merits of the respective cases as contended by the respective parties. 27. It will be open to the petitioner to appear before the Defaulters' Sub-Committee and place his case and if he is aggrieved by the decision of the Defaulters' Sub-Committee he has a right of appeal. 28. It is a common knowledge that the transactions in the Stock Exchange are very fast and it brooks no delay. It cannot wait. It depends on the working of the entire Stock Market which has a great importance in the economy of the ~ Country. 29. Having regard to the object of SGF as discussed above, it is not possible to conceive any order that might affect the object and purpose of SGF bringing in jeopardy, not only to the investors but also the whole market. 29. Having regard to the object of SGF as discussed above, it is not possible to conceive any order that might affect the object and purpose of SGF bringing in jeopardy, not only to the investors but also the whole market. Therefore, the balance of convenience and inconvenience is in favour of the Stock Exchange and not in favour of the petitioner as discussed above. 30. So far as the notice being Annexure 'A' containing the other particulars is concerned, it is not necessary to go into the said questions apart from the fact that it makes out a case for issuing the notice which also gives an opportunity to the member to show-cause. 31. It is only in the form of notice for showing cause and therefore it cannot be stayed at this stage. The notice has been issued the initiation of the proceeding cannot be stopped at this stage. The Court cannot stop investigation in the matter when the fraud is alleged. At the same time it has not been done. Since notice has been issued the petitioners are supposed to appear and take steps in the matter and contest the same. 32. The allegations that the petitioners are being victimised for the fault of some one else, namely, the buyers, that question need not be gone into in the absence of the buyers before this Court. It is open to the Defaulters' Sub-Committee to proceed against both the buyer and the seller. It is submitted by Mr. H. Mitra that steps have been taken against the buyer also. The same is not before this Court. In any event, whether steps are taken against the buyer or not is neither here nor there. There is nothing to prevent the Defaulters'. Sub-Committee to take steps against the petitioners or the sellar in view of the Bye-law as discussed above. 33. In the circumstances, I do not find any prima facie case so as to continue the interim order already granted. 34. Having regard to the facts and circumstances of the case the interim order already granted is hereby vacated and so far as this case is concerned interim order is declined at this stage. However, it will be open to the petitioners to ask for interim order after affidavits are exchanged provided prima facie case is made out. 35. 34. Having regard to the facts and circumstances of the case the interim order already granted is hereby vacated and so far as this case is concerned interim order is declined at this stage. However, it will be open to the petitioners to ask for interim order after affidavits are exchanged provided prima facie case is made out. 35. Affidavit-in-opposition is to be filed within a fortnight, reply thereto is to be filed within one week thereafter. Let this matter appear 3(three) weeks hence. . 36. The interim order granted in T. No. 230 of 2001 [Express Securities (PJ Ltd. vs. The Calcutta Stock Exchange Association] also stands vacated with similar direction for affidavits for the same reasons, since the question involved are one and the same. 37. After the above order is passed, learned Counsel for the petitioners prays for stay of operation of this order till Wednesday (04.4.2001). The same is vehemently opposed by the learned Counsel for the respondents. Having regard to the vehemence of the submissions made by Mr. H. Mitra operation of this order shall remain stayed till Wednesday (04.4.2001) in both the cases. 38. All parties are to act on a xerox signed copy of this dictated order on the usual undertaking. Interim order vacated.