ICDs was taken on the basis of
recommendations of audit committee. Subsequently, it
was ratified by the Board of Directors. Even the
shareholders ... investors, and suppressed facts in the Auditing. The
appellants replied that the Audit Committee
recommendations dated 16th July, 2011 were put up
before the Board
cause notice are as follows:
a. "TGVL has not taken Audit committee's
yearly omnibus approval for entering into
related party transactions ... required to take approval of inter party transaction from
the Audit Committee under Regulation 23(3) which had
not been taken. The ground urged
Audit Committee, the
Investors/ Shareholders Committee and the Remuneration
Committee. The WTM and the AO found that being part of the
Audit Committee ... SEBI Act or the PFUTP
Regulations. However, being part of the Audit Committee he
had access to the financial status of the company
last audited financial statements of the listed entity.
(2) All related party transactions shall require prior
approval of the audit committee.
(3) Audit committee ... listed entity subject to the following
conditions, namely-
(a) the audit committee shall lay down the
criteria for granting the omnibus approval
in line with
into certain related party transactions without taking
prior approval of the Audit Committee and Board as required
under the LODR Regulations and that two Independent ... related party transactions shall require prior
approval of the audit committee."
7. A perusal of the aforesaid provision indicates that related
party transactions requires
October 01, 2009, the appellant was
the Chairman of the Audit Committee. It was also contended
that in the complaint filed by the State Bank ... related entities of the
company and was Chairman of the Audit Committee. The
WTM however concluded that the appellant was only involved
in managing
gave a finding that since the appellant was chairman
of the audit committee as well as a member of the Shareholder /
Investors Grievance Committee ... company. The AO further found that
being chairman of the audit committee indicates that the appellant
was aware that the company had not disclosed details
director from 2008 to 2013 and was also Chairman of the audit
committee of the company.
3. On January 30, 2008, the Board of Directors ... also find that the appellant was also the Chairman of the
audit committee of the company. The WTM found that being the
Chairman
contending that the appellant was the
Chairperson of the audit committee and, therefore, he
should have raised a red flag when GDR proceeds
could ... Bank. It
was contended that the appellant was part of the audit
committee and therefore had deemed knowledge of
the GDR proceeds and the fraudulent
further contended that Mr. I.S. Sukhija was
Chairman of the Audit Committee and therefore should have
14
raised objection ... said appellant Mr. I.S. Sukhija was
Chairman of the Audit Committee.
11. In our view, the application of the respondent seeking
permission to bring
