TaxTMI 
TaxTMI 
2021 (4) TMI 1367
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....llant : Mr. Somasekhar Sundaresan, Advocate i/b. Ms. Aishwarya Shubhangi For the Respondent : Mr. Kumar Desai, Advocate with Mr. Mihir Mody and Mr. Arnav Misra, Advocates i/b. K. Ashar & Co. ORDER PER: JUSTICE M.T. JOSHI, JUDICIAL MEMBER 1. For the reasons stated in the applications, the delay in filing the appeals is condoned. Misc. application nos. 586, 662 and 663 of 2019 are allowed. 2. Aggrieved by the two separate orders of the learned Whole Time Member ('WTN' for short) of the respondent Securities and Exchange Board of India (hereinafter referred to as 'SEBI') dated 15th January, 2019 and the learned Adjudicating Officer's ('AO' for short) order dated 30th August, 2019 in the same set of facts the present appeal....
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.... the GDR subscription was to be deposited in the same Bank. However, the loan sanctioned to Vintage was secured by the appellant Company itself by pledging the entire GDR proceeds with the same EURAM Bank by executing account charge agreement. Thus, the proceeds were not utilised for the objective of the GDR but merely a show was made that the GDRs issued by the Company were subscribed immediately upon its listing. The GDRs were later converted into equity shares and those shares were sold in Indian securities market. The cancellation of GDR started from February, 2011 and continued till January, 2016 by which time all the GDRs were converted into shares. 6. During the said period appellant Mr. Ajay Bankda was the Managing Director, appe....
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....documents, undertaking, confirmation, declaration and other paper(s) from time to time as may be required by the Bank and to carry and affix, Common Seal of the Company thereon, if and when so required. " Resolution also states that: " ...... RESOLVED FURTHER THAT Mr. Ajay S Bankda, Managing Directors of the Company, be and is hereby authorised to draw cheques and other documents, and to give instructions from time to time as may be necessary to the said Euram Bank or any of branch of Euram Bank, including the Offshore Branch, for the purpose of operation of and dealing with the said bank account and carry out other relevant and necessary transactions and generally to take all such steps and to do all such things as may be....
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....ictim of the fraud committed by Mr Ajay, thus it could not have been charged by SEBI. 12. Mr. Ajay Bankda submitted that he had infact signed the account charge agreement by religiously following the directions of the Lead Manager to the issue, namely, Prospect Capital Ltd. He was not aware of any of the niceties of the GDR and, therefore, as he himself was deceived by the Lead Manager in entering into the agreement he also could not have been charged by the respondent SEBI. 13. On the other hand, learned counsel for the respondent SEBI submitted that all the present appellants were parties to the resolution. They did not take any action when the GDR proceeds did not reach the coffers of the Company later on. They remained silent thro....
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....r the subsequent acts of entering into account charge agreement by appellant Mr. Ajay Bankda, the Managing Director with the EURAM Bank on the strength of the resolution. Therefore, she also could not have been penalised or restrained by the respondent SEBI. 17. So far as appellant Mr. Ajay Bankda the then Managing Director of the Company, the Company itself and appellant Mr. Jagdish Bagaria, the Whole Time Director are concerned, they cannot escape the liability. The Company would be liable for the acts of the Managing Director. So also the Managing Director is also liable for any default committed by the Company. Appellant Mr. Jagdish Bagaria was the Whole Time Directors and, therefore, he cannot plead that he was not aware of the day ....