2023 (12) TMI 1435

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....Presiding Officer (Oral) 1. The present appeal has been filed challenging the order dated August 31, 2023 passed by the Adjudicating Officer ('AO' for short) of the Securities and Exchange Board of India ('SEBI' for short) imposing a penalty of Rs. 50 lakh under Section 15HB of the Securities and Exchange Board of India Act, 1992 ('SEBI Act' for short) jointly and severally for failure to comply with the directions issued by the Whole Time Member ('WTM' for short) under Section 11(1), 11(4) and 11(B) of the SEBI Act vide its order dated 4th September, 2015 and 7th September, 2015. 2. The appellants were Directors at the relevant moment of time and resigned on 1st June, 2011 of Sunshine Infrabuild Corporation Ltd. This Company came out....

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....g conducted in a manner detrimental to the interests of investors or securities market; or (iii) to secure the proper management of any such intermediary or person, it may issue such directions,- (a) to any person or class of persons referred to in section 12, or associated with the securities market; or (b) to any company in respect of matters specified in section 11A, as may be appropriate in the interests of investors in securities and the securities market. Explanation - For the removal of doubts, it is hereby declared that the power to issue directions under this section shall include and always be deemed to have been included the power to direct any person, who made profit or averted loss by indulgi....

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....e enquiry. 8. Black's Law Dictionary Seventh Edition defines 'direction' to mean an order. The word 'order' has also been defined in the same Black's Law Dictionary Seventh Edition as a command, direction or instruction, a written direction or command delivered by a court or judge. Thus, direction and order are synonymous terms and are interchangeable. 9. In Rajinder Nath vs. Commissioner Of Income Tax (1979) 4 SCC 282, the Supreme Court held that a direction is an order issued by the authority or Court which is empowered to give while deciding the case before it. 10. Section 15HB is under Chapter-VIA of the SEBI Act, which provides for penalties and adjudication. A perusal of Chapter-VIA would indicate that penalties have been pro....