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    <title>2023 (6) TMI 1527 - SECURITIES AND EXCHANGE BOARD OF INDIA</title>
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    <description>Diversion of preferential issue proceeds contrary to disclosed objects, coupled with misleading shareholder communications, constitutes fraud and an unfair trade practice and separately breaches listed-entity disclosure obligations. Interest-free loans to unrelated entities outside the stated issue objects were treated as commercially unsupported diversion. Quarterly and annual deviation disclosures were required but not made. A later shareholder ratification was invalid where notice, publication and e-voting compliance were not substantiated, making the representation of informed shareholder approval false. Audit committee members were not liable because no deviation statement or monitoring report had been placed before them. Monetary penalties applied to the company and a responsible whole-time director, with mitigating factors affecting quantum.</description>
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      <description>Diversion of preferential issue proceeds contrary to disclosed objects, coupled with misleading shareholder communications, constitutes fraud and an unfair trade practice and separately breaches listed-entity disclosure obligations. Interest-free loans to unrelated entities outside the stated issue objects were treated as commercially unsupported diversion. Quarterly and annual deviation disclosures were required but not made. A later shareholder ratification was invalid where notice, publication and e-voting compliance were not substantiated, making the representation of informed shareholder approval false. Audit committee members were not liable because no deviation statement or monitoring report had been placed before them. Monetary penalties applied to the company and a responsible whole-time director, with mitigating factors affecting quantum.</description>
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