
SEBI challenges SAT's decision to exempt four managers of Sahara's SICCL from liability in ₹14,106 crore OFCD case. Supreme Court to hear June 18.
SEBI has moved the Supreme Court against a tribunal decision that spared four managers and the company secretary of Sahara India Commercial Corporation Ltd from liability in a ₹14,106 crore debenture case. A vacation bench is set to hear the regulator's plea on June 18.
The Securities Appellate Tribunal ruled in March that the optionally fully convertible debentures issued by SICCL between 1998 and 2008 constituted a public offer, not a private placement. That placed the issuer firmly under SEBI's jurisdiction. The tribunal upheld SEBI's 2018 order directing the company to refund the money collected from nearly 1.98 crore investors.
What the tribunal did not uphold was the regulator's action against the employees. It held that the managers and the company secretary, acting as agents under powers of attorney, could not be held personally liable for the company's offering. The prospectus was signed by the company secretary on behalf of directors, who remained responsible as principals, the tribunal said.
SEBI is now asking the Supreme Court to reverse that carve-out. If successful, the ruling would tighten the liability of executives who sign off on securities documents, even when they act under delegated authority.
The case goes back to an October 2018 SEBI order that banned certain officials from the market and demanded full disclosure of SICCL's inventory. The company argued that the OFCDs were private placements to a small group, not a public offer requiring registration. The SAT rejected that argument, citing the sheer scale – more than 14,000 crore rupees raised from 1.98 crore investors.
For companies with similar fundraising structures, the pending appeal creates a clear risk. If the Supreme Court upholds SEBI's challenge, employees and mid-level officers who execute corporate actions could face the same enforcement exposure as board-level directors. The practical consequence: legal due diligence on every signature would deepen, especially in group entities where delegated signatures are common.
The hearing is scheduled for June 18.
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