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2017 (11) TMI 2043 - AT - SEBICompany mobilized resources by issuing RPS to the public - Number of investors exceeded for RPS [Redeemable Preference Shares] issue - accountability of a Director to the actions of the Company - demanding refund the money collected by the Company through the issuance 'RPS' with interest at the rate of 15% from the date when the repayment became due till the date of actual payment - liability of Directors not in-charge of day-to-day management of a Company - HELD THAT:- The appellant was a Director of the Company during the entire period 01.04.2009 to 11.08.2011 during which the RPS was issued and monies collected from the investors. As such he was present during the entire period and therefore no benefit of apportioning the time period is available to him as in the case of Mr. Nandi. The accountability of a Director to the actions of the Company is now well settled in law as particularly set out in the judgment passed in the matter of N. Narayanan vs Adjudicating Officer, Securities and Exchange Board of India [2013 (4) TMI 652 - SUPREME COURT] Reliance placed by Counsel for the appellant in K.K. Ahuja [2009 (7) TMI 758 - SUPREME COURT] and Rahul H. Shah [2004 (9) TMI 702 - SECURITIES APPELLATE TRIBUNAL, MUMBAI] are not relevant as those decisions are in the context of the role of the Director as an officer in default under the Negotiable Instruments Act. In the present context the role of the Director is to be seen as under the provisions of the Companies Act, 1956, SEBI Act, 1992 and SEBI (Disclosure and Investor Protection) Guidelines, 2000 / SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. When the appellant was a Director of the Company, the Company mobilized resources by issuing RPS to the public, which is not in dispute. As such, the impugned order holding the appellant jointly and severally liable for the action of the Company cannot be faulted.
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