Ipsita Das Giri vs Securities And Exchange Board Of India

Tarun Agarwala, Presiding Officer

The present appeal has been filed against the order dated May 18, 2020 passed by the Whole Time Member (“WTM†for convenience) of the

Securities and Exchange Board of India (“SEBI†for convenience) directing the company and its Directors including the appellant to refund a sum

of Rs. 1,75,00,000/- which was collected through the offer and allotment of shares under Section 73(2) of the Companies Act, 1956. The appellant

was also restrained from accessing the securities market and prohibiting from buying, selling or otherwise dealing in the securities in any manner

whatsoever, directly or indirectly till the refund was made.

The facts leading to the filing of the present appeal is, that the Ministry of Corporate Affairs (“MCAâ€) forwarded a complaint to SEBI to

enquire with regard to the chit fund companies operating in the State of West Bengal which included URO Autotech Limited in which the appellant is

the Director.

Pursuant to the enquiry, a show cause notice dated September 01, 2014 was issued to show cause why appropriate directions should not be issued

as the offer and allotment of shares of the company was in violation of Section 73(2) of the Companies Act, 1956.

The appellant contended before the WTM that she had never signed any papers relating to the company and her signatures appearing on various

documents were forged by her husband who was a Director in the company. The appellant denied that she ever became a Director. It was also

contended that she has filed a divorce case against her husband and that she had made a statement before the Crime Investigation Department

(“CIDâ€​), Bhidannagar Commissionerate, Kolkata stating that her signatures were forged by her husband.

Since no proof of the assertions made by the appellant was filed, the WTM did not accept her contention and found that since her name was

registered as a Director in the filings before the MCA and was thus responsible for the refund of money as a Director and accordingly the impugned

order passed.

Before us the learned counsel reiterated the same submission namely, that her husband fraudulently forged her signatures and made her a Director

without her consent. It was urged that she had no role to play in the affairs of the company.

Having heard the learned counsel for the appellant, we find that only a bald assertion has been made by the appellant with regard to the allegation

that her husband had forged her signatures or that she had filed a divorce petition or that she had made a statement before CID that her signatures are

forged. Apart from this oral assertion, no proof has been filed by the appellant before the WTM or even before this Tribunal. In the absence of any

First Information Report (“FIRâ€) being lodged or any evidence to support her stand, we are of the opinion, that such contentions cannot be

considered especially when her name as a Director is found in the MCA Portal.

In view of the aforesaid, we do not find any error in the impugned order. The appeal fails and is dismissed with no order as to costs.

The present matter was heard through video conference due to Covid-19 pandemic. At this stage it is not possible to sign a copy of this order nor a

certified copy of this order could be issued by the Registry. In these circumstances, this order will be digitally signed by the Private Secretary on

behalf of the bench and all concerned parties are directed to act on the digitally signed copy of this order. Parties will act on production of a digitally

signed copy sent by fax and/or email.