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2023 (3) TMI 1214 - HC - SEBIOffences by Companies - Prohibition on acceptance of deposits from public - Public issue of debentures without filing any offer document - Responsibility of directors - accused persons also failed to file the Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India and violated the provisions of Section 73 of the Companies Act, 1956, and have also not complied with the aforesaid provisions for public issue of shares and thereby violated provisions of Sections 56, 60 and 70 read with Sections 56, 60 read with Sections 2(36), 73 of the companies Act, 1956 - HELD THAT:- The order of the SEBI passed in April 2016 at page 27 held that the petitioner among some of the other directors had joined the board pursuant to the allotment. So it is apparent that the petitioner is not connected with the allotment of NCDs. The tenure of the petitioner was from August to November, 2013.Section 27 of the SEBI Regulation relates to procedure for action in case of violation of regulations and inspecting board therein. The petitioner was a director from August, 2013 (Four months). And documents showing he had submitted his resignation is on record.As per Section 168 of the companies Act, it is the duty of the company who SHALL inform the ROC about the said resignation and process the same. The petitioner MAY also inform the ROC. Thus the resignation of the petitioner is in accordance with the provision of Section 168 of the Companies Act. For ‘continuing liability’ which continues till the present.There is thus no such material on record against the Petitioner No. 1 to proceed towards trial and in the interest of Justice the proceedings against the petitioner is liable to be quashed.
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