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Securities and Exchange Board of India (SEBI) has barred industrialist Anil Ambani and 24 other entities, including key officials of Reliance Home Finance Ltd (RHFL), from the securities market for five years. SEBI’s investigation uncovered a fraudulent scheme involving the diversion of company funds through disbursement of general-purpose working capital loans to credit unworthy borrowers linked to Ambani. This resulted in significant financial losses for RHFL, ultimately leading to its default on lender payments and subsequent resolution under the RBI framework. SEBI has also imposed a Rs 25 crore penalty on Ambani and restricted him from serving as a director or Key Managerial Personnel (KMP) in any listed company or registered intermediary for five years. The combined penalties on Ambani and the other entities amount to over Rs 625 crore. Following the SEBI order, shares of Anil Ambani group companies, including Reliance Power, Reliance Infrastructure, and RHFL, witnessed significant declines. The SEBI order highlighted the active involvement of RHFL’s KMPs in executing the fraudulent scheme, which severely undermined investor trust and eroded the company’s finances. The regulator emphasized that the misuse of company funds, structured as loans, played a major role in RHFL’s financial downfall, affecting stakeholders and shaking confidence in the governance of financial sector entities.

RELEVANT EXTRACT OF THE ORDER

57 SUMMARY OF THE CASE AND ROLE OF NOTICEES

57.1 To summarize the overall context of this case:

57.1.1 Through FY18-19, RHFL had been approving and disbursing a series of large GPC Loans, each for hundreds of crores of Rupees, cumulating to several thousands of crores of Rupees, to non-descript borrowers with extremely weak financials. In comparison to the quantum of loans disbursed, these borrowers had negative or negligible net worth, profits, assets, cash flows, and businesses. Inexplicably, there was no other collateral or security or assurance that was recorded while disbursing these loans.

57.1.2 In approving these GPC Loans, in many cases, RHFL was again inexplicably, repeatedly, and widely, deviating from standard credit due diligence and processes. Despite the glaringly weak financials, inter alia, the borrowers were not being internally credit rated, the requirement for assessing probability of default of the loans was being waived, and the charge on any security (negligible as it was) was not being created.

57.1.3 Even after the RHFL Board on February 11, 2019 explicitly instructed the company to desist from disbursing any further GPC Loans, RHFL continued to disburse GPC Loans to the tune of thousands of crores of Rupees with impunity, but this time approved by an outsider to RHFL, Noticee No. 2 (Anil Ambani) in his capacity as Group Head.

57.1.4 Despite around half the assets of RHFL as of March 31, 2019 being in the form of GPC Loans to such dubious and credit unworthy entities, RHFL’s FY18-19 financials purported that its Expected Credit Loss was very low. The earlier waiver of the requirement to compute Probability of Default of many of the borrowers is noteworthy in this regard.

57.1.5 It transpires now that all the GPC Loan borrowers covered in this order, and the entities they appeared to transfer or forward the funds to, were all connected to the promoter-group in some form or another. Subsequently, RHFL also received some post facto guarantees for some of the GPCL from some promoter-group companies, further highlighting the connection.

57.1.6 The Statutory Auditor of RHFL (PWC) resigned in June 2019. They had earlier raised serious concerns with the RHFL management, inter alia, in relation to the quality, recoverability, and possible related party status of loans disbursed by RHFL under its GPCL product during the then ongoing Statutory Audit. Dhiraj and Dheeraj were appointed auditors in their place, and they offered a qualified opinion with respect to the GPCL Loans. NFRA has subsequently passed an order against Dhiraj and Dheeraj in April 2024, inter alia holding that statutory auditor did not perform sufficient appropriate audit procedures in respect of verification of company’s assumption of Expected Credit Loss.

57.1.7 Belying the mild projections of Expected Credit Loss as presented by RHFL for FY18-19, much of the GPC Loans outstanding as of March 31, 2019, including to the borrower Noticees of this order, eventually had to be recognized as Non-Performing Asset or written off.

57.1.8 This is not a case of using the advantage of hindsight to castigate lenders for making out loans that were otherwise approved in good faith. As described above, even at the time of disbursal of the GPC Loans, the internal approval memos themselves recorded that several hundreds of crores of Rupees worth of loans were being made to non-descript and dubious entities that were plainly and utterly credit unworthy, accompanied by severe deviations in standard credit due diligence to boot.

57.1.9 The only rational explanation that can account for the above series of otherwise inexplicably terrible decisions and events, by overwhelming preponderance of probability, is that this was all part of an elaborate and nefarious scheme undertaken by all the Noticees to divert funds from RHFL to promoter-linked entities, while concealing the financial implications of their artifice to the investing public. As a result of their egregious device to siphon out several thousands of crores of Rupees from RHFL, aggregating to around half the assets of the company, the company eventually collapsed, causing immense loss to its investors and ecosystem.

57.2 I note that Noticee No. 2 (Anil D Ambani) had a significant role in the affairs of Reliance ADAG, and specifically with respect to the companies who are allegedly part of the fraudulent scheme for diverting the funds of RHFL, for the following reasons:

  • He was the Chairman of ADA Group
  • He was one of the promoters of RCL – the Holding company of Noticee 1 – RHFL
  • He was disclosed as “person having significant influence” in the Annual Report of RCL (the Holding company of RHFL)
  • He was disclosed as ‘significant beneficial owner’ of 3 companies (Reliance Innoventures Pvt. Ltd, Reliance Inceptum Pvt. Ltd. and Reliance Infrastructure Consulting & Engineers Pvt. Ltd.) which in turn are disclosed as promoter group entities of RHFL.
  • As per the Annual Report of RCL for FY 2018-19, he is disclosed as ‘person having significant influence’ over ‘Reliance Big Entertainment Pvt. Ltd.’ (Noticee No. 27) and Reliance Cleangen Ltd. (Noticee No. 24), both of these being onward borrowers. Two other onward borrowers, namely Reliance Commercial Finance Ltd. (Noticee No. 23) and Reliance Exchangenext Ltd. (Noticee No. 22), were subsidiaries of RCL (which is also holding company of RHFL)
  • Most of the GPCL borrowers were part of the ADA group

57.3 In his written submissions, Noticee No. 2 has placed focus on the expression ‘de facto controlling influence’ and argued that there is no concept of “influence” under securities law for the purpose of imposing penal liability. Noticee 2 has declared himself to be the Chairman of the ADA Group of companies, thereby clearly suggesting that he was in a position to influence or direct key decisions made by companies forming part of the said group. The expression ‘de facto controlling influence’ may not be defined by law. It appears that the said expression was used in the SCN along with the reference to Anil Ambani’s chairmanship of Reliance ADAG to point out the motivation behind his role in transferring monies to promoter group by approving ‘loans’ and his ability to influence the management of RHFL to approve such loans, even in cases where he did not directly approve the ‘loans’.

57.4 That Noticee No. 2 used his controlling position to ensure disbursal of such loans is also corroborated by the statements of Noticee No. 4 that loans were disbursed despite deviations, since borrowers were closely connected to RHFL and its promoter entities. Even without holding any executive position in RHFL, Noticee No. 2 sanctioned large amount of loans to such GPCL borrowers despite being made aware of the deviations in CAMs such as terribly weak financials and collateral, and waiver of standard due diligence in credit processes. As per material available on record and Interim Order, Noticee No. 2 approved 14 loan applications involving an amount of INR 1472.16 Crore in his capacity as Chairman of Reliance ADA Group during a period of just over 1.5 months (between February 11, 2019 – March 31, 2019).

57.5 It is also now clear that the transfer of monies, structured as GPC loans, were directly or indirectly made to entities that were related to the Reliance ADA Group. The abrupt and thoroughly irregular manner in which ‘loans’ were disbursed, the evidence of senior officials having canvassed for disbursing loans to such entities, the absolute lack of interest in recovering the dues, and Anil Ambani’s own involvement in approving such ‘loans’ all point to the pressing desire on their part to transfer funds one way or another. Coupled with this, the ownership and management pattern of these companies (both lender and borrowers) leads to the conclusion that the ‘loans’ were motivated by Noticee No. 2’s direct or indirect benefit through fund transfers to these companies.

57.6 The role played by Noticee No. 3 (Amit Bapna) in the scheme of fund diversion, is summarized below:

(i) Amit Bapna was a Non-Executive Director of RHFL, CFO of RHFL for one part of FY 2018-19 and CFO of RCL i.e. the holding company of RHFL.

(ii) He was a member of the Credit Committee of RHFL which approved the GPC Loans despite observing various deviations.

(iii) He had brought/ referred the GPCL borrowers to RHFL Credit Team for processing GPC Loans and played an active role to ensure that such loans were disbursed.

(iv) He had attended the RHFL Board Meeting of February 11, 2019 and was therefore aware of the decision taken against granting any more GPC Loans. The said Board meeting also decided to form a 3-member committee to review the GPC loans. In his role as CFO of RCL (RHFL’s holding Company), he was in a position to be aware of the GPCL applications received from RHFL for ‘confirmation’ or approval even after RHFL Board’s directions on February 11, 2019. Despite the same, he allowed GPC lending to continue unabated.

57.7 The role played by Noticee No. 4 (Ravindra Sudhalkar) in the scheme of fund diversion, is summarised below:

(i) Noticee No. 4 (Ravindra Sudhalkar) was the CEO and Executive Director of RHFL as well as a member of Credit Committee authorised to approve the loans for amount of more than INR 5 Crore.

(ii) As a member of the Credit Committee, he approved the loans of GPCL borrowers despite fundamental concerns (such as weak financials, absence of security for the loans etc.) having been recorded in the CAMs. Infact, Noticee seconded the proposals brought by Noticee No. 3 to Credit Team and then approved them hastily.

(iii) As CEO, he failed to take steps to recover money from GPCL borrowers and did not even invoke the guarantees taken from R-Power and R-Infra. Due to such failure, most of the GPCL accounts were declared as NPAs.

(iv) As CEO of RHFL, all the departments were reporting to him and he was the centre point for communication between RHFL Board and its Management. Even though he attended the Board Meeting dated February 11, 2019 and specific directions were issued to Management with respect to GPC Loans, he has failed to implement the directions of the Board as the loans were sanctioned even after February 11, 2019.

(v) Along with Noticee No. 5, he has issued a Compliance Certificate as per LODR Regulations stating that the financials of the company represent the true and fair picture of the company, which was completely false as already discussed in the preceding paragraphs of this Order.

57.8 The role played by Noticee No. 5 (Pinkesh Shah) is summarised below:

(i) Noticee No. 5 was CFO of RHFL and was responsible for all financial and accounting functions of the Company.

(ii) He was present in the February 11, 2019 and March 28, 2019 meetings of the Board of RHFL wherein direction to stop lending to corporates had been issued by the Board. Despite the same, GPC loans were allowed to be disbursed till May 2019.

(iii) The erstwhile statutory auditor of RHFL i.e. PWC had in its letters in April-May 2019 letter communicated its concerns with respect to GPC lending. Similarly, the subsequent auditor, Dhiraj and Dheeraj had expressed its qualified opinion that it could not ascertain the recoverability of the loans. Despite these, Noticee No. 5 certified the financials of the company to be true and fair.

(iv) He was responsible for ensuring that the financials of the Company represent a true and fair picture to the shareholders. Further, he was under an obligation to ensure that Company adhered to all regulatory norms and analyse company operations to identify variances. However, as can be seen from the scheme of GPCL lending for diversion of funds, he failed in his duty.

(vi) Along with Noticee No. 4, he has issued a Compliance Certificate as per LODR Regulations stating that the financials of the company represent the true and fair picture of the company, which was completely false as already discussed in the preceding paragraphs of this Order.

57.9 Noticee Nos. 6-28 have played the role of being either recipients of illegally obtained loans or conduits to enable illegal diversion of monies from RHFL. Table 24, Images 17-19 and Annexure B1-B3 of this Order lists the various basis of connection between the borrowers and the promoters of RHFL.

CONCLUSION

59. The size of GPC loans lent by RHFL during the investigation period and the scale of the default during this limited period is evident from the following table:

Table – 37

Particulars Amount (INR In
Crore)
Total Loans disbursed by RHFL to 45 GPCL Entities (INR 8,470.65 crore* + of INR 824.60^ crore towards unaccounted disbursal by RHFL) 9,295.25
Loans disbursed by RHFL to Specified GPCL Borrowers% (Top 13 GPCL Borrowers i.e. Noticee Nos. 6-12 & 14-19) 4,944.34
Loans onward lent by the above 13 Specified GPCL Borrowers 4,533.43
Loans onward lent by 13 Specified GPCL Borrowers to 9 promoter related entities/ onward borrowers (i.e. Noticee Nos. 20-28) 4,013.43
NPA (INR 6779.01) and Write Off (INR 152.30 Crore) as on September 30, 2021 for 45 GPCL Entities* 6,931.31
NPA as on September 30, 2021 for 13 Specified GPCL Borrowers* 2,646.78

* As per information submitted by RHFL

^ Additional amount as per information submitted by GPCL Borrowers % Specified GPCL Borrowers do not include Noticee No. 14 i.e. Vinayak Ventures Private Limited

60. Credit defaults in financing business are not by themselves unusual or suggestive of fraudulent activity. Inter-corporate loans or related party transactions (subject to disclosures and compliance with law) are also not per se illegal or suspicious. However, the facts and circumstances of this case clearly indicate that the defaults are the culmination of an elaborate and coordinated design to move funds from the public listed company to non-descript and financially weak privately held companies connected with the Reliance ADA group. Adequate disclosures around this were not made to the Public shareholders of RHFL, evidenced by the absence of any material disclosures mandated by securities law. SEBI’s investigation was not the only one to arrive at this conclusion. Separately the reports of PWC (RHFLs statutory auditor) and that of Grant Thornton (forensic auditor appointed by lead bank of consortium of creditors of RHFL– Bank of Baroda) have also arrived at similar conclusions. Significantly, NFRA’s order dated April 26, 2024 has also arrived at similar conclusions.

61. The facts of this case is particularly disturbing since it reveals complete breakdown of governance in a large listed company apparently orchestrated by and/ or at the behest of the promoter aided by the indulgent KMPs of the company. The Company which was subject to the regulatory framework laid down by NHB and subsequently RBI (as an HFC) as well as by SEBI (as a listed company) did not seem to care about the need to maintain high standards of governance. This is also a peculiar case where the company’s management has brazenly defied the diktat of its own Board that had raised concerns about GPCL lending and asked the company management to ensure compliance with the law.

62. By preponderance of probability, the mastermind behind the fraudulent scheme is the Chairman of ADAG – Anil Ambani (Noticee No.2). It is also apparent that Noticees 3 to 5, KMPs of the company, played an active role in perpetrating the fraudulent scheme. While Noticee No. 2 was not a director in RHFL, he has used his position as ‘Chairperson of the ADA group’ and his significant indirect shareholding in the holding company of RHFL to orchestrate the fraud thereby not just adversely affecting RHFL’s stakeholders but also the confidence in the integrity of governance structures in regulated financial sector entities. As a director and a KMP of both the listed company as well as its holding company, Noticee 3 – Amit Bapna – has clearly fallen well short of the standards of governance that was expected from him. The ‘watchman’ appointed by the Board to arrest the continuing decline in the financial stability of the public listed company, turned out to be part of the group that executed the fraudulent scheme. Similarly, Noticee no. 4 in capacity of CEO of RHFL was the central point of communication between the Board of Directors, all the personnel involved in Corporate Operations of the Company, and with all the senior management personnel like CRO, Operational Heads, Company Secretary etc. who were reporting to Noticee no. 4. This Order has elaborated on his direct involvement in the fraud by approving the ‘loans’ to ineligible customers, defying the decision of RHFL’s board, and his wanton non-compliance with the legal mandate to make true and fair disclosures. The Company continued to disburse large quantum of GPC loans despite Noticee Nos. 3­5 being directly aware of the Board’s directions not to do so. Both Noticee Nos. 4 and 5 had also signed off on CEO/ CFO certifications actively hiding the true state of affairs in RHFL. Noticee Nos. 6-28 have played the role of being either recipients of illegally obtained loans or conduits to enable illegal diversion of monies from RHFL.

63. When juxtaposed against a well regulated financial system where extending even small ticket loans is subject to multiple checks and restrictions, the cavalier approach by the company management and the promoter in approving loans amounting to hundreds of crores to companies many of which had negligible assets, cash flows, net worth, or revenues, suggests a sinister objective behind the ‘loans’. This sinister objective becomes all the more clear when the relationship of the borrowers with the promoters of RHFL are taken into account.

64. Subsequently, most of the GPCL borrowers’ accounts turned NPAs and as a consequence of the same, RHFL defaulted in its payment obligations towards its lenders which has culminated in its Resolution under RBI Framework. As a result, the company’s public shareholders have been left high and dry. As a point of reference, as of March 2018, the RHFL scrip price had closed at around INR 59.60. By March 2020, as a result of this egregious scheme to hollow out the company by siphoning out significant funds, and as clarity emerged about the extent of the fraud involved, the share price had collapsed to INR 0.75. Even as on date, there are more than 9 lakh shareholders that are invested in RHFL.

65. In view of the findings in this Order, that the Noticees have violated the following provisions of the SEBI Act, SEBI (PFUTP) Regulations, 2003 and SEBI (LODR) Regulations, 2015, punitive and deterrent measures must follow:

Table – 38

Noticee Nos. Name of the
Entity
(PAN in bracket)
Violations
1. Reliance Home Finance Limited
  • Section 12A(a), (b), (c) of SEBI Act, 1992 r/w Regulation 3 (b), (c), (d), 4(1), 4(2)(f), (k) and (r) of SEBI (PFUTP) Regulations, 2003
  • Regulations 4(1)(a)(b)(c), (d), (g), (h), (i), (j), 4 (2) (b) and (e), 30(1), 30(7), 51(1) of SEBI (LODR) Regulations, 2015 r/w Sec 21 of SCRA, 1956
2. Anil D. Ambani
  • Section 12A(a), (b), (c) of SEBI Act, 1992 r/w Regulation 3 (b), (c), (d), 4(1), 4(2)(f), (k) and (r) of SEBI (PFUTP) Regulations, 2003
3. Amit Bapna
  • Section 12A(a), (b), (c) of SEBI Act, 1992 r/w Regulation 3 (b), (c), (d), 4(1), 4(2)(f), (k) and (r) of SEBI (PFUTP) Regulations, 2003
  • Regulation 17(7) read with Schedule II Part A (I), (O) of SEBI(LODR) Regulations, 2015
  • Reg. 4(2)(f)(ii) (6) (7) (8), 4(2)(f)(iii) (3), (6) & (12) of SEBI (LODR) Regulation r/w Sec 21 of SCRA, 1956
  • Section 11(C)(5) & (6) of SEBI Act, 1992
4. Ravindra
Sudhalkar
  • Section 12A(a), (b), (c) of SEBI Act, 1992 r/w Regulation 3 (b), (c), (d), 4(1), 4(2)(f), (k) and (r) of SEBI (PFUTP) Regulations, 2003
  • Regulation 17(7) read with Schedule II Part A (I), (O) of SEBI(LODR) Regulations, 2015
  • Regulation 17(8) read with Part B of Schedule II of SEBI (LODR) Regulations, 2015, Regulation 26(3), 33(2)(a) of SEBI (LODR) Regulations, 2015 r/w Sec 21 of SCRA, 1956
  • Reg. 4(2)(f)(ii) (6) (7) (8), 4(2)(f)(iii) (3), (6) & (12) of SEBI (LODR) Regulation r/w Sec 21 of SCRA, 1956
5. Pinkesh R. Shah
  • Section 12A(a), (b), (c) of SEBI Act, 1992 r/w Regulation 3 (b), (c), (d), 4(1), 4(2)(f), (k) and (r) of SEBI (PFUTP) Regulations, 2003
  • Regulation 17(7) read with Schedule II Part A (I), (O) of SEBI(LODR) Regulations, 2015
  • Regulation 17(8) read with Part B of Schedule II of SEBI (LODR) Regulations, 2015, Regulation 26(3), 33(2)(a) of SEBI (LODR) Regulations, 2015 r/w Sec 21 of SCRA, 1956
6. Adhar Project Management and Consultancy Pvt. Ltd.
  • Regulation 3 (b), (c), (d), 4(1), 4(2)(f), (k) and (r) of SEBI (PFUTP) Regulations, 2003 r/w Section 12A(a), (b), (c) of SEBI Act, 1992
7. Indian Agri Services Pvt. Ltd.
8. Phi Management Solutions Pvt. Ltd.
9. Arion Movie Productions Pvt Ltd
10. Citi Securities and Financial Services Pvt. Ltd.
11. Deep Industrial Finance Limited
12. Azalia Distribution Pvt. Ltd.
13. Vinayak Ventures Pvt. Ltd.
14. Gamesa Investment Management Pvt. Ltd.
15. Medybiz Pvt. Ltd.
16. Hirma Power Limited
17. Tulip Advisors Pvt. Ltd.
18. Mohanbir Hi-Tech Build Pvt. Ltd.
19. Netizen Engineering Pvt. Ltd.
20. Crest Logistics and Engineers Pvt. Ltd. (Now Known as CLE PVT. LTD.)
21. Reliance Unicorn Enterprises Pvt. Ltd.
22. Reliance Exchange next Limited
23. Reliance Commercial Finance Limited
24. Reliance Cleangen Limited
25. Reliance Business Broadcast News Holdings Limited
27. Reliance Big Entertainment Pvt. Ltd.

DIRECTIONS:

66. The findings made in the foregoing paragraphs of this Order have established the existence of a fraudulent scheme, orchestrated by Noticee No. 2 and administered by the KMPs of RHFL, to siphon off funds from the public listed company (RHFL) by structuring them as ‘loans’ to credit unworthy conduit borrowers, and in turn, to onward borrowers, all of whom have been found to be ‘promoter linked entities’ i.e. entities associated/ linked with Noticee 2 (Anil Ambani). The relationship of onward borrowers with Noticee No. 2 is described in Table – 28 of this Order.

67. As per the material available on record for Board Meeting dated February 11, 2019, I note that upon being presented with the data pertaining to disproportionate lending to GPCL borrowers by RHFL (55% to GPC Loans as compared to 45% for housing loans), Board of Directors of RHFL expressed concern on composition of lending portfolio. Further, Board of RHFL inter alia directed the management to provide no further lending to corporates, auditors to check the documentation of loans, whether due diligence was done and verifying the adequacy of security. Further, RHFL Board constituted a sub-committee (where Noticee No. 3 was also a member) to review such exposures to corporate loans on bi-monthly basis. I note that Board of RHFL had issued strong and equivocal directions with respect to GPC Loans so as to protect the interests of the company. However, as already discussed in this Order, the functionaries of the Company did not comply with the directions of the Board. As observed from the CAMs approved after February 11, 2019, Noticee Nos. 3 & 4’s name were conspicuously missing from such CAMs sent to Noticee No. 2. However, as noted from the Minutes of Board Meeting and organogram, Noticee Nos. 3 – 5 were authorized to issue instructions to the functionaries of RHFL, including the employees who had signed the CAMs put up after February 11, 2019. In the peculiar facts and circumstances of this case, by preponderance of probability, the only rational explanation is that certain KMPs under the instruction of Noticee No. 2, who was not holding any position in governance of RHFL, systematically stripped the company’s assets/ funds in blatant defiance of the RHFL Board’s direction. This being the case, it would be unfair and disproportionate to treat the company RHFL on the same footing as that of the aforesaid persons. The directions must therefore, in my view, take into account the aforesaid mitigating factor.

68. It is a matter of record that Noticee No. 5 had attended the RHFL Board’s meetings held on February 11, 2019 and March 28, 2019 wherein Board had inter alia expressed concerns on GPC lending and directed the same to be discontinued. The then statutory auditor PWC had also raised queries on the GPCL lending process and was continuously communicating with him. Despite the concerns of the Board and PWC, I note that GPC loans continued to be extended till May 2019. Further, he, along with Noticee No. 4, was responsible for misrepresentation of financials of the Company and issuing certificate under Regulation 17(8) of LODR Regulations certifying that all the financial statements did not contain any materially untrue statement. However, as per the material available on record, I note that Noticee No. 5 did not approve the ‘loan’ applications of the GPCL borrowers. I also note that Noticee No. 5’s direct role in actual disbursal of ‘loans’ to GPCL borrowers is not supported by conclusive material on record. Therefore, unlike Noticee Nos. 3 & 4, the role of Noticee No. 5 as a KMP in the fraudulent scheme is relatively different and the same needs to be considered while issuing directions against Noticee No. 5, in the interest of proportionality.

69. It is well established through various decisions of the Hon’ble Supreme Court, Hon’ble High Courts and Hon’ble SAT that the scope of the power under Section 11B of the SEBI Act is wide, under which directions can be passed to order refunds/ bring back monies/ disgorge illegal gains made by any person in violation of securities law.

70. I note that investigation in the matter has concluded that the Noticees were involved in perpetrating a fraudulent scheme by disbursing GPC ‘loans’ resulting in erosion of the company’s finances due to such loans ventually being declared NPA. Though the Interim Order cum SCN explicitly alleges that promoter/ promoter linked entities were beneficiaries of the funds diverted from RHFL, the gains they made haven’t been quantified and persons haven’t been directed to show cause why a specific gain should not be refunded or disgorged. I note that Investigation Report and Interim Order contain repeated references to promoter-linked entities being the beneficiaries of the funds diverted from RHFL. Also, the Investigation Report and Interim Order contain repeated references to GPC ‘loans’ given by RHFL being rendered NPA. From the aforesaid two sets of references, it may be inferred that NPAs of RHFL were equated with the benefits made by promoter linked entities for the purposes of Show Cause Notice issued to the Noticees. I am of the view that there is a need to quantify such receipts/ gains and ascertain the real beneficiaries behind the web of companies as illustrated in images at Annexure B1-B3 and discussed in paragraph 54.5 above. Therefore, in compliance with principles of natural justice, I find that illegal gains, if any, must be quantified. Noticees who have made the said gain must be identified, and an opportunity should be granted to Noticees’ to rebut the findings of SEBI on the illegal gains/ benefits made by them, before any direction is passed with respect to such gains.

71. I note that Interim Order cum SCN called upon Noticee Nos. 3-5 to show cause as to why any other suitable directions including directions of recovery of remuneration as paid by RHFL during the period of investigation be not issued against them. In this regard, I note that the allegation in the Interim Order inter alia is that Noticee Nos. 3-5 are that they aided diversion and/ or misuse of funds of a listed company for the benefit of the other Reliance ADA group entities and exhibited gross misconduct and unprofessional behaviour on their part while approving the GPC loans leading to erosion of wealth of shareholders. However, I note that there is no allegation with respect to the legality of their appointment to the positions held by them in the Company or that they benefitted from the diversion of funds of the listed company.

71. I note that salary/ remuneration of a person is a compensation for the work done by him in the professional capacity for which he is duly appointed by the Company and it cannot be considered as profit made by that person. I note that Hon’ble SAT delved on the issue of disgorgement of salary in the matter of NSE v. SEBI22 and held as follows:

“218. We also note that the direction to disgorge 25% of the salary is patently erroneous. The power under Sections 11 and 11B for disgorgement cannot be extended to recover money from salary. Salary is a periodical payment for one‟s labour. As per Black‟s Law Dictionary Eight Edition salary means compensation for services. Salary is given to a person as a remuneration for the work that he does in an organization. Salary is not a profit nor can it be termed as an unfair gain for the work which the person has done in the organization. If the person is not in service/employed, the question of disgorgement from the salary does not arise. Recovery from salary can only be done when the person is in service/employed. Disgorgement under Sections 11 and 11B can only be made for illegal or unethical acts through such transactions or activity which is in contravention to the provisions of the SEBI Act or the provisions made thereunder. In the absence of any illegal or any unethical acts and in the absence of any finding of unlawful gain being made by them the direction to disgorge 25% of the salary is wholly illegal and cannot be sustained. Directions under Sections 11 and 11B are equitable in nature. Disgorgement has been held to be an equitable direction. In our opinion, direction for disgorgement from salary amounts to penal recovery. It becomes punitive and not equitable.”

(emphasis supplied)

73. In view of the above and absence of any findings made in the Interim Order cum SCN regarding illegal gains made by Noticee Nos. 3-5, I am of the view that it is not a fit case for issuance of directions for recovery of remuneration against these Noticees. However, the Noticees conduct warrants remedial and punitive directions with respect to their association with the securities market, intermediaries and listed companies considering the serious damages that they have done to the integrity of the securities market.

74. Considering the egregious nature of the fraud perpetrated in this case, I am of the view that the maximum possible penalty must be imposed on all Noticees except against Noticee Nos. 1 and 5 for the reasons cited in paragraphs 67 and 68 respectively.

75. In view of the aforesaid findings and having regard to the facts and circumstances of the case, I, in exercise of the powers conferred upon me under Sections 11(1), 11(4), 11(4A), 11B(1) and 11B(2) read with Section 15A(a), 15HA and 15HB and Section 19 of the SEBI Act, 1992 and Rule 5 of the SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995, direct as under:

(i) Noticee No. 1 is restrained from accessing the securities market and prohibited from buying, selling or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner, whatsoever, for a period of 6 months, from the date of coming into force of this order.

(ii) Noticee Nos. 2 – 25 and 27 are restrained from accessing the securities market and prohibited from buying, selling or otherwise dealing in securities, directly or indirectly, for a period of 5 years, from the date of coming into force of this order.

(iii) Noticee No. 2 is restrained from being associated with the securities market including as a director or Key Managerial Personnel in any listed company, holding/ associate company of any listed company, or in any intermediary registered with SEBI, for a period of 5 years, from the date of coming into force of this direction.

(iv) Noticee Nos. 3 – 5 are restrained from being associated with the securities market including as a director or Key Managerial Personnel in any listed company, or any intermediary registered with SEBI, for a period of 5 years, from the date of coming into force of this direction.

(v) The present proceedings initiated against Noticee No. 26 (Reliance Broadcast Network Limited) and Noticee No. 28 (Reliance Capital Limited) shall be decided by separate orders for the reasons mentioned at paragraphs 50.2 and 50.3 above.

(vi) Noticees are hereby imposed with the penalties as specified hereunder:

Table – 39

Noticee No. Name of Noticee Provisions under which penalty imposed Penalty
Amount (in
Rupees)
1 Reliance Home Finance Limited Section 15HA of the SEBI Act Section 15HB of the SEBI Act 5,00,000

1,00,000

2 Anil D. Ambani Section 15HA of the SEBI Act 25,00,00,000
3 Amit Bapna Section 15HA of the SEBI Act 25,00,00,000
Section 15HB of the SEBI Act 1,00,00,000
Section 15A (a) of the SEBI Act 1,00,00,000
4 Ravindra Sudhalkar Section 15HA of the SEBI Act 25,00,00,000
Section 15HB of the SEBI Act 1,00,00,000
5 Pinkesh R. Shah Section 15HA of the SEBI Act 20,00,00,000
Section 15HB of the SEBI Act 1,00,00,000
6 Adhar Project Management and Consultancy Private Limited Section 15HA of the SEBI Act 25,00,00,000
7 Indian Agri Services Private Limited Section 15HA of the SEBI Act 25,00,00,000
8 Phi Management Solutions Private Limited Section 15HA of the SEBI Act 25,00,00,000
9 Arion Movie Productions Pvt. Ltd. Section 15HA of the SEBI Act 25,00,00,000
10 Citi Securities and Financial Services Private Limited Section 15HA of the SEBI Act 25,00,00,000
11 Deep Industrial Finance Limited Section 15HA of the SEBI Act 25,00,00,000

(vii) Noticees shall pay the respective penalty imposed on them within a period of forty-five (45) days from the date of receipt of this order.

(viii) Noticees shall pay the monetary penalty by online payment through following path on the SEBI website: www.sebi.gov.in/ENFORCEMENT – Orders – Orders of Chairman/ Members – Click on PAY NOW. In case of any difficulties in payment of penalties, the Noticee may contact the support at [email protected].

(ix) Noticees shall forward details of the online payment made in compliance with the directions contained in this Order to the Division Chief, CFID, SEBI, SEBI Bhavan II, Plot no. C-7, “G” Block, Bandra Kurla Complex, Bandra (E), Mumbai-400 051” and also to e-mail id:- [email protected] in the format as given in table below:

Case Name
Name of the Payee
Date of Payment
Amount Paid
Transaction No.
Bank Details in which Payment is made
Payment is made for: Penalty

Final Order in the matter of Reliance Home Finance Limited

Page 217 of 222

76. This Order shall come into force with immediate effect.

77. As discussed in paragraph 69 above, SEBI shall determine the quantum of illegal gains/ benefit made by way of the fraudulent scheme as established in this Order and action may be initiated in accordance with law.

78. A copy of this Order shall be served on the Noticees. A copy of this Order shall be forwarded to the Stock Exchanges, Depositories, Registrar and Share Transfer Agents and Banks to ensure necessary compliance.

DATE: AUGUST 22, 2024
PLACE: MUMBAI

ANANTH NARAYAN G.
WHOLE TIME MEMBER
SECURITIES AND EXCHANGE BOARD OF INDIA

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