9911796707
TMI Blog2021 (9) TMI 1391X X X X Extracts X X X X X X X X Extracts X X X X ..... proceeds would be used as security in connection with the loan taken by another entity. The latter part of this submission is not in consonance with the purport of the resolution passed by the Board on January 30, 2008. Whereas, the SEBI had rightly noted that such resolution facilitated the transaction with Vintage and was a fraudulent transaction considering the fact that neither the arrangement nor the resolution was ever disclosed to the shareholders of the Company or the investors of the securities market through BSE. This aspect has not been reckoned by the Appellate Tribunal. This is a manifest error committed by the Appellate Tribunal. We have no hesitation in taking the view that the Appellate Tribunal was unduly impressed b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 21 - HON'BLE MR. JUSTICE A.M. KHANWILKAR, HON'BLE MR. JUSTICE DINESH MAHESHWARI AND HON'BLE MR. JUSTICE C.T. RAVIKUMAR For Parties Mr. Mahfooz Ahsan Nazki, AOR, Mr. Ashish Prasad, Adv., Mr. Rohit Sharma, Adv., Mr. Pruthvi Dhinoja, Adv., Mr. Sandeep Wadhawan, Adv., Mr. Sumeer Sodhi, Adv., Mr. T. Mahipal, AOR, Mr. Pratap Venugopal, Adv., Ms. Surekha Raman, Adv., Mr. Dileep Poolakkot, Adv., Mr. Akhil Abraham Roy, Adv., Mr. Vijay Valsan, Adv., Mr. Diyansh Jain, Adv., Mr. Ritaj Kacker, Adv., Mr. Karan Dalal, Adv., Mr. Deepkaran Dalal, AOR, Mr. Vikram Nankani, Sr. Adv., Mr. Kishore Kunal, AOR And Mr. Parth, Adv. ORDER Heard learned counsel for the parties. This appeal takes exception to the judgment and order dated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ropriate resolution, transactions were entered with Vintage, a third entity, to exploit the GDR subscription. The respondent was equally and vicariously responsible along with other Directors for such a situation. We may usefully advert to the relevant extract of the decision of SEBI, which reads thus: - 36. Considering that Mr. Adi Cooper was the Whole Time Director of the Company and has admittedly participated in the Board meeting dated January 30, 2008, prior to passing the said resolution it was his duty to ask the management a pertinent question as to why GDR proceeds should be kept as security for any loan when the same was being raised to meet the stated objectives of the Company and if it is to be kept as security, how would ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f Directors of the Company, had only resolved that Company may open an account with the EURAM Bank for the purpose of deposit of GDR proceeds. The resolution does not stipulate that the proceeds would be used as security in connection with the loan taken by another entity. The latter part of this submission is not in consonance with the purport of the resolution passed by the Board on January 30, 2008. Whereas, the SEBI had rightly noted that such resolution facilitated the transaction with Vintage and was a fraudulent transaction considering the fact that neither the arrangement nor the resolution was ever disclosed to the shareholders of the Company or the investors of the securities market through BSE. This aspect has not been reckoned b ..... X X X X Extracts X X X X X X X X Extracts X X X X
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