Krishnendu Das vs Sebi

Date of Decision : 20.12.2017

Appeal No. 268 of 2016

1.

Krishnendu Das 21/1, Flat A-4, Central Park, Jadavpur, Kolkata - 700032.

West Bengal.

2. Sugata Bal Das 21/1, Flat A-4, Central Park, Jadavpur, Kolkata - 700032.

West Bengal. ...Appellants

Versus [[

1. Securities and Exchange Board of India, SEBI Bhavan, Plot No. C-4A, G-Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051.

2. Registrar of Companies Nizam Palace, 2nd MSO Building, 2nd Floor, 234/4, AJC Bose Road, Kolkata - 700 020, West Bengal.

3. GBC Enterprise Limited Stephen House, Room No. 106, 6th Floor, 4, BBD Bagh (East), Kolkata - 700 001. ...Respondents

Mr. Ranit Basu, Advocate i/b Triptymoy Talukdar & Co. for Appellants.

Mr. Pradeep Sancheti, Senior Advocate with Mr. Vivek Shah, Advocate for Respondent No. 1.

None for Respondent Nos. 2 & 3.

CORAM : Justice J.P. Devadhar, Presiding Officer Dr. C.K.G. Nair, Member

Per : Justice J.P. Devadhar (Oral) 2

1. Appellants are aggrieved by the order passed by the Whole Time

Member ('WTM' for short) of the Securities and Exchange Board of India

('SEBI' for short) on May 6, 2016. By the said order GBC Enterprise

Limited and its Directors including the appellants are, inter alia, directed to

refund the money collected from the investors with interest at 15% per

annum from the date of collecting the amount till the date of repayment.

2. Counsel for the appellants while admitting the liability to refund the

amounts to the investors submits that the Company itself is directed to be

wound up by an order passed by the Hon'ble High Court of Calcutta on

November 15, 2015 and therefore the impugned order passed by SEBI

cannot be enforced against the appellants.

3. We see no merit in the above contention.

4. Admittedly, the appellants were the Managing Director and Director

of the Company when the amounts were collected by the Company from the

investors.

5. This Tribunal in the case of Manoj Agarwal vs SEBI (Appeal No. 66

of 2016 decided on 14.07.2017) has held that all the Directors of the

Company are also jointly and severally liable to refund the amount to the

investors along with the Company. Accordingly, appellants who were the

Managing Director and Director of the Company cannot escape joint and

several liabilities to refund the amount to the investors.

6. Fact that the Company is directed to be wound up would neither

absolve the Company nor absolve the Directors of their obligation to refund

the amount to the investors. While the liquidator would liquidate the assets 3

of the Company, inter alia, for paying the dues of the investors, order passed

against the appellants under the securities laws can be enforced by SEBI.

7. In these circumstances, we see no merit in this appeal and the same is

hereby dismissed with no order as to costs.

Sd/-

Justice J.P. Devadhar Presiding Officer

Sd/-

Dr. C.K.G. Nair Member 20.12.2017 Prepared and compared by:msb