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2026 Supreme(Online)(Mad) 29648

IN THE HIGH COURT OF JUDICATURE AT MADRAS
G.K.ILANTHIRAIYAN, J
Parthasarathy Srikanth – Appellant
Versus
SECURITIES AND EXCHANGE BOARD OF INDIA – Respondent


Advocates:
For the Appellants/Petitioners: Mr.S.R.Rajagopal, Senior Counsel for Mrs.Jayanthi K.Shah
For the Respondents: Mr.AR.L.Sundaresan, Senior Counsel for M/s.Shivakumar and Suresh

Table of Content
1. company declared but failed to pay dividends timely. (Para 2)
2. arguments on limitation, notice, and director liability. (Para 3 , 4)
3. continuing offence; executive director responsible. (Para 6 , 7)
4. petition dismissed; proceedings upheld. (Para 8)

ORDER

This criminal original petition has been filed challenging the proceedings initiated in CC.No.44 of 2021 on the file of the learned Principal Sessions Judge at Chennai.

2. The respondent filed complaint alleging that on 25.09.2012, the company called M/s.Zylog Systems Limited (hereinafter called as ‘the company’) had declared dividend to the tune of Rs.16,44,64,200/-. However, the company did not pay the dividend to the shareholders within the stipulated time. Therefore, the respondent issued show cause notice to the company seeking explanation as to why the dividend had not been paid as mandated under the provisions of The Securities and Exchange Board of India (hereinafter called as ‘SEBI’) Act, 1992 and the Companies Act, 1956 and 2013. On receipt of the same, the company, by its reply dated 20.02.2013, admitted that it had failed to comply with the provisions of the Companies Act related to the opening of th

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