2012 (6) TMI 485 - HC - Companies Law

The company raised a huge amount - violation of sections 11(b) and 12(1b) of the SEBI Act, 1992, read with articles 5, 68, 73 and 74 of the Securities and Exchange Board of India (Collective Investment Schemes) Regulations, 1999 - an offence punishable under section 24 of the SEBI Act was committed. - held that - The offence is to continue with the scheme post March 31, 2000, in spite of the scheme not being registered and the deposits not returned to the investors. - it has been averred that as directors of accused No. 1, accused No. 2 to accused No. 11 were the persons in charge of and responsible for the conduct of the business of accused No. 1 and thus were liable for the violations committed by accused No. 1, as provided by section 27 of the SEBI Act, 1992.

Summary

Issues:
- Alleged violation of SEBI regulations by a company and its directors.
- Resignation of directors and their liability for company defaults.
- Legal issue of whether the complaint was barred by limitation.
- Interpretation of SEBI regulations regarding Collective Investment Schemes.
- Vicarious liability of directors under section 27 of the SEBI Act.

Analysis:
1. The complaint was filed by SEBI against a company and its directors for not registering Collective Investment Schemes as per SEBI regulations, leading to alleged violations of SEBI Act sections. The complaint highlighted the duty of SEBI to protect investors and the consequences of non-registration, including refunding investments to investors.

2. The petitioners, directors of the company, claimed to have resigned earlier and argued they were not liable for the company's default. However, the absence of proof of resignation led to the matter being left for trial to determine their directorial status during the alleged violations.

3. The legal issue of whether the complaint was barred by limitation was raised. The argument revolved around the date of registration compliance and the concept of continuing offences, with contrasting judgments cited by counsels.

4. The interpretation of SEBI regulations was crucial in determining the nature of the offence. The judgment clarified that the offence was not merely the failure to register the scheme but the continuation of the scheme without registration and refunding of deposits to investors.

5. Vicarious liability of directors under section 27 of the SEBI Act was also discussed. The complaint alleged that the directors were responsible for the company's actions and thus liable for the violations, as per the legal provisions.

6. The judgment ultimately dismissed the petitions, emphasizing the continuing nature of the offence and the directors' accountability for the company's actions. The decision highlighted the importance of compliance with SEBI regulations and the consequences of non-registration of Collective Investment Schemes.