By Amruta Kadam
With the ever-growing financial race in India, this scam and its output are going to be crucial precedent for a very long time. Sahara a logo often seen on cricket jerseys, on multinational industries was suddenly seen on newspaper headlines for all negative things like never before.
Seeds of the scam were sowed when two Sahara group companies- Sahara India Real Estate Corp. Ltd and Sahara Housing Investment Corp. Ltd. issued optionally fully convertible debentures through private placement and raised a huge sum of money deceiving the people without complying to the law of the land.
But huge protests by the vigilant investors and exceptional investigation done by the market regulator- Securities and Exchange Board of India unveiled one of the biggest scam of India. Company’s biggest struggle of proving its innocence ended with digging its own grave. Its inability to meet its time and again extended the deadline to refund the amount that they had collected illegally resulted in selling most of its assets.
The brands’ downfall did not end there but in 2014 when Chief of Sahara group Subrata Roy was put in Jail for contempt. However, the company’s efforts to escape from the hands of the judiciary continues but to their dismay, there seems very little possibility.
IMPORTANT DATES
March 2008- Sahara India Real Estate Corp. Ltd. filed and registered its Red Herring Prospectus with respective RoC.
October 2009- Sahara Housing Investment Corp. Ltd. filed and registered its Red Herring Prospectus with respective RoC
January 2010- SEBI receives a complaint from Roshan lal regarding OFCD’s and accumulation of money that was taking place in the company.
January 2010 – SEBI addressed a letter to Merchant Bankers of Sahara Prime City Limited regarding complaints they were receiving.
In the same month, Merchant Bankers filed their reply.
April 2010- Security and Exchange Board of India inquired RoC, West Bengal about the issuance of the OFCD’s by the company.
May 2010- Sahara India Real Estate Corp. Ltd. sent a letter to the Ministry of Corporate Affairs for guidance/advice.
June 2010- Ministry of Corporate Affairs sent a letter to SIRECL stating that the matter was being examined under the relevant provisions of the Companies Act, 1956
November 2010- SEBI issued a notice informing both the group companies concerning the issuance of OFCDs
December 2010- Lucknow bench of Allahabad High court stays SEBI orderApril 2011- Lucknow bench of Allahabad High Court vacates the stay
May 2011- The Supreme Court of India asks SEBI to proceed with an investigationJune 2011- SEBI passed its final order
October 2011- SAT upheld SEBI’s judgement
November 2011- Sahara India approached the Supreme Court against the Securities Appellate Tribunal
August 2012- The Supreme Court passed the order
December 2012- The Supreme Court asked Sahara to deposit in three instalments
February 2013-SEBI issues summon for the personal appearance of Subrata Roy.
April 2013- Subrata Roy appears before the SEBI
July 2013- SEBI informs the Supreme Court of the company’s non-compliance with the orders passed by the court.
February 2014- Because of Subrata Roy non-appearance non- the bailable warrant was issued 28th
February 2014- Subrata Roy came to be arrested.
WHAT IS THE SAHARA PARIWAR
Sahara India Commercial Corporation Limited (SICCL) is a public company incorporated on 02nd January 1992 and registered at Registrar of Companies- Kolkata, West Bengal.
Company’s paid-up capital is Rs. 4,761,099,800 and share capital of Rs. 40,000,000,000. It is extensively involved in real estate business with CIN U70109WB1992PLC053999. Directors of the SICCL are Vijay Dheer, Devendra Kumar Srivastava, Rana Zia, Ali Ahmar Zaidi and Sachendra Singh.
Before the crisis of the company the Sahara stood amongst the prosporeous companies of India. With its wide global reach and name “SAHARA PARIWAR” inspired many lives. Constant emphasis on the word Pariwar used by the company created a feeling of family amongst people.
Despite this fact as stated above, over the period with birth of its two group companies the fame and name of Sahara did not last for much.
The two group companies which contributed to the downfall of the company are Sahara India Real Estate Corporation Limited (SIRECL) and Sahara Housing Investment Corporation Limited (SHICL). By their very name we understand diverse business activities administered by each of them yet both of them are exclusively controlled by Sahara India.
The article aims at covering the case as it proceeded year after year.
THE OFCD’S OF SAHARA INDIA REAL ESTATE CORPORATION LIMITED
The road map of the scam begin when SIRECL in the year 2008 passed a resolution under section 81 A of the Company Act to raise funds through OFCD’s (Optional Fully Convertible Debenture).
Such funds without any advertisement to the general public were to be raised by mode of a private placement to only those who are connected/ associated with the Sahara Group in any manner.
Regarding this, all the terms and conditions were to be set up by the Board of Directors of the company. Consequently, such a resolution was passed and issued unsecured OFCDs by way of a private placement, the details of which were mentioned in the (RHP) Red Herring Prospectus of the company.
Such an RHP came to be filed at RoC on 13/03/2008 and later was registered on 18/03/2008. Enlisting below some of the important points based on which the Sahara’s argued their side to prove their innocence.
Important points mentioned by the SIRECL in its Red Herring Prospectus-
OFCD shall be issued to only those who were aware of Information memorandum,
Their no intention to get their securities listed on any recognized stock exchange in India.
The funds which would be raised by the company shall be used for the financing the acquisition of townships, shopping complexes, residential area etc. besides the company would undertake construction in major cities of the country. Part of the fund shall also be used for financing other commercial operations apart from listed above.
Company’s intention of contributing to infrastructural projects and other such activities which are assigned to them from time to time in the future. On the other hand, it also intended to engage in electric power generation and transmission.
The proceeds of the debentures or issue would be utilized for power projects which would be allotted to the company and that the money, not required immediately, might be invested, inter alia, by way of circulating capital with partnership firms/joint ventures, or as per the decision of the Board of Directors regularly.
RHP issued also included the details of 3 OFCDs through which one can get a clear idea as to the tenure of bonds issued, their face value etc.
In the same year, RHP was filed before the Registrar of Companies and circulation of Information memorandum by way of private placement took place. Soon SIRCEL issued its OFCDs as an open-ended scheme.
It collected a sum of Rs.19400,86,64,200 from 25.4.2008 to 13.4.2011. The company had a total collection of Rs.17656,53,22,500 as on 31.8.2011, after meeting the demand for premature redemption. This huge amount was collected because of 2,21,07,271 investors.
THE OFCD’S OF SAHARA HOUSING INVESTMENT CORPORATION LIMITED
Further Sahara Housing Investment Corporation Limited (SHICL), decided to issue OFCDs and raise funds by similar way of a private placement.
Accordingly even an RHP came to be filed under Section 60B of the Company Act with the RoC. The company filed its RHP on 6.10.2009 under Section 60B of the Companies Act with the RoC, Mumbai, Maharashtra, which later came to be registered on 15.10.2009.
The OFCDs issued by the company were like housing bond, income bond and multiple bonds with their respective price of conversion. Interest accrued on each of the three types of bonds was to be refunded to the bondholders.
SECURITIES AND EXCHANGE BOARD ON INDIA’s ROLE AND THE DEFENCE OF SAHARAS
Securities and Exchange Board of India (SEBI) while determining Red Herring Prospectus (RHP) submitted by the Sahara Prime City for its public offer came across the huge collection from the public that was taking place by Saharas through issuing of OFCDs.
SEBI sent a letter to merchant bankers of Sahara Prime City Limited-Enam Securities Private Limited regarding the complaint they had received from one individual named Roshan Lal claiming that the Sahara pariwar were not complying with provisions of RBI/MCA/NHB while issuing housing bonds.
On 29/01/2010 Merchant Banker filed their reply. In their reply, they stated that the SIRECL and SHICL were not subjected to any provisions as they were not registered with any stock exchange.
Further, again a letter dated 26/2/2010 was sent by Merchant Bankers to SEBI in which they stated that SIRECL and SHICL had issued the OFCDs according to a special resolution under Section 81(1A) of the Company Act, 1956 passed on 3.3.2008 and 16.9.2009 respectively and had circulated IM before offer. Besides even RHP of both the companies were filed with RoC.
Security and Exchange Board of India on 21/04/2010 inquired RoC, West Bengal about the issuance of the OFCD’s issued. In response to which RoC provided SEBI with a copy of RHP and final prospectus filed by the company.
Ministry of Corporate affairs started investigation books of SICCL under section 209A of the Company Act 1956 and submitted its report regarding the same to SEBI. The report highlighted violations of sec. 73, sec. 63, sec. 68 of the Companies act along with conversions that took place in multi-millions.
SEBI proceeded with its investigation to find out whether the issuance of OFCD’s complied with the provisions of the Company Act 1956, Securities and Exchange Board of India and other such applicable rules and regulations.
It found that the securities issued were in prima facie violation of provisions of the Company Act 1956, SEBI (DIP)2000 read with (ICDR) and SEBI (Merchant Bankers) Regulations, 1992 (SEBI Merchant Banker Regulations). On the same ground, even Sahara was asked to file relevant documents.
SAHARA INDIA REAL ESTATE CORPORATION LIMITED APPROACHES MINISTRY OF CORPORATE AFFAIRS
On 31/05/2010, SIRECL sent a letter to Ministry of corporate affairs (MCA) for guidance/advice regarding ‘whether it was SEBI or MCA who had locus standi in the matter of unlisted companies’ because of the provisions of Section 55A(c) of the Act. MCA had sent a letter dated 17.6.2010 to SIRECL stating that the matter was being examined under the relevant provisions of the Companies Act, 1956.
SIRECL informed SEBI of the reply they had received from the MCA and that they would address SEBI after a decision was taken by MCA. Still, no documents were submitted by the Saharas, therefore under Section 11C of the SEBI Act, the SEBI issued a summons.
It directed the company to provide with the required documents. In response to it Saharas did submit their justification on the matter such as SIRECL was not a listed company, nor did it intend to get its securities listed on any recognized stock exchange in India and that OFCDs issued by the company would not fall under Sections 55A(a) and/or (b) and hence the issue and/or transfer of securities and/or non-payment of dividend or administration of either the company or its issuance of OFCDs, were not to be administered by SEBI and all matters about the unlisted company would fall under the administration of the Central Government or RoC.
Based on the above contentions it asked SEBI to withdraw the issued summon. Similar reply from SHICL was sent to SEBI with respect to summons dated 23.9.2010.
MINISTRY OF CORPORATE AFFAIRS (MCA)
While this was happening on one side, on the other hand, MCA on 21/09/2010 under Section 234(1) of the Companies Act called for various information regarding OFCDs issued by the company. They were required to submit the information within 15 days from the date of the receipt of the notice. Failing to which penal actions would be taken against the company and its directors.
On 23/09/2010 SEBI sent a letter to SIRCEL as a reminder for submission of their information as asked before regarding issuance of OFCDs. Proceeding issued for appointing the investigating agency was also forwarded to the company.
In response to it, on 30/09/2010 SIRCEL sent a letter which challenged the jurisdiction of SEBI in investigating the affairs of SIRECL. On 4/10/2010 SIRECL in reply to the prior letter of MCA stated that inter alia it would be filing the prospectus on the closure of the issue in compliance with the provisions of 15 Section 60B(9) of the Companies Act, stating therein the total capital raised by way of OFCDs and the related information by filing the prospectus.
MCA responding to the letter stated that the points from 1 to 3, 5 to 10, 12 to 16, 18 to 22 were examined and were satisfactory. But as far as points 4, 11 and 17 were concerned, the company was directed to effect compliance on the closure of issue by the filing of the prospectus as required under Section 60B(9) of the Companies Act.
SEBI, in the meanwhile, issued a notice dated 24.11.2010 informing both the group companies concerning the issuance of OFCDs as a public issue and, therefore, securities were liable to be listed on a recognized stock exchange under Section 73 of the Companies Act.
From the preliminary analysis, it was pointed out that the issuance of OFCDs by Saharas was prima facie in violation of Sections 56 and 73 of the Act and also various clauses of DIP Guidelines and SHICL had also prima facie violated Regulations 4(2), 5(1), 6, 7, 16(1), 20(1), 25, 26, 36, 37, 46 and 57 of ICDR 16 2009.
On the above grounds, companies were asked to show cause for why action should not be initiated against them including the issuance of direction to refund the money solicited and mobilized through the prospectus issued with respect to the OFCDs since they had violated the provisions of the Companies Act, SEBI Act, erstwhile DIP Guidelines and ICDR 2009.
ALLAHABAD HIGH COURT
The SIRECL had challenged the show-cause-notice dated 24.11.2010 before the Allahabad High Court, Lucknow Bench in W. P. No. 11702 of 2010, which the Court had stayed on 13.12.2010.
SEBI took up the matter before the Supreme Court in S.L.P. (Civil) No. 36445 of 2010 and this Court did not interfere with the interim order, but ordered early disposal of the writ petition.
MCA asked SIRECL to submit documents which it had asked earlier. Even though SIRECL contended that it had submitted all the details in the form of a CD it was argued that it did not furnish password to it.
The SEBI pointed out this fact before the High Court and the Court vacated the interim order dated 13.12.2010. SIRECL took up the matter before the Supreme Court in S.L.P. (Civil) No. 11023 of 2011. SIRECL then moved the High Court on 29.4.2011 to recall the order dated 7.4.2011 on the plea that the details called for by SEBI had been furnished.
The High Court dismissed the application, which led SIRECL filing SLP (Civil) No. 13204 of 2011 before the Supreme Court. The Court on 12.5.2011 passed the following order in SLP (Civil) No. 11023 of 2011 and SLP (Civil) No. 13204 of 2011: “In this matter, the questions as to what is OFCD and the manner in which investments are called for are very important questions. SEBI, being the custodian of the Investor’s and as an expert body, should examine these questions apart from other issues. Before we pass further orders, we want SEBI to decide the application(s) pending before it so that we could obtain the requisite input for deciding these petitions. We request SEBI to expeditiously hear and decide this case so that this Court can pass suitable orders on re-opening. However, the effect to the order of SEBI will not be given. We are taking this route as we want to protect the interest of the Investor. In the meantime, the High Court may proceed, if it so chooses, to dispose of the case at the earliest.” [1]
On 20th May 2011 SEBI issued a fresh notice to the Saharas pointing out all the mala fide activities carried out by the company and how the company was denying to furnish information in different ways. Serious doubts were also raised with regard to the identity and genuineness of the investors and the intention of the companies to repay the debenture holders upon redemption. Notice, therefore, stated that the companies had prima facie violated the provisions of the Companies Act, SEBI Act, 1992, DIP Guidelines and ICDR 2009 and hence the offer/issue of OFCDs to the public was illegal, and imperilled the interest of investors in such OFCDs and was detrimental to the interest of the securities market. Saharas were, therefore, called upon to show cause why 21 directions contained in the interim order of SEBI dated 24.11.2010 be not issued under Sections 11(1), 11(4)(B), 11A(1)(b) and 11B of SEBI Act read with Regulation 107 of ICDR 2009. The response was filed by Sahara defending every allegation put forward by the SEBI clarifying their OFCD issued were ‘HYBRID’ instruments as defined by the Companies Act. Therefore, SEBI did not have any jurisdiction over it. Such hybrids were issued as per terms the Companies Act and so only Central Government had the jurisdiction under Section 55A(c) of the Companies Act.
ORDER BY SEBI AND POST ORDER
On 23rd June 2011, the Whole Time Member of SEBI while taking cognizance of the matter passed an order holding securities issued by the company as public issues of securities. Therefore they should have been listed on a recognised stock exchange. The Sahara should have followed the requirements and investors protection norms.
The group companies issuing OFCDs were found contravening sec. 56,73,117-A, 117-B and 117-C of the Companies Act and concerned guideline. SEBI directed both the companies to refund the money so collected to the investors and also restrained the promoters of the two companies including Mr Subrata Roy from accessing the securities market till further orders.
Further Sahara aggrieved by the order proceeded with an appeal[2] before Securities AppellateTribunal (SAT) challenging the order passed by the Whole Time Member. But on 18th October 2011, [3] SAT combined confirmed on the order passed by the SEBI. Aggrieved by the said order, SIRECL [4] and SHICL[5] had to file an appeal before the Supreme Court under Section 15Z of the SEBI Act which came up for admission on 28.11.2011.
The direction issued to refund the sum of Rs.17,400 crores, on or before 28.11.2011, was extended. The court further also stated that “By the impugned order, the appellants have been asked by SAT to refund a sum of Rs.17,400/- crores approximately on or before 28th November 2011. We extend that period up to 9th January 2012”. In the meantime court before the next hearing, the party was asked to attach require affidavits. Civil Appeals later came for admission on 9.1.2012 and the interim order granted was extended.
As directed, Additional Affidavit with certain documents was filed. A huge argument took place between Sr. Counsel Nariman (on behalf of the Sahara Group of Companies) and Shri Arvind P. Dattar (on behalf of SEBI). Shri Fali S. Nariman, learned senior counsel appearing for SIRECL formulated several questions of law which, according to the senior counsel, arise out of the order passed by the Tribunal.
The learned senior counsel appearing on behalf of SEBI, submitted that SEBI, as well as SAT, were fully 44 justified in holding that SEBI has jurisdiction to administer the provisions contained under Section 55A, so far as they relate to the issue and transfer of securities by Saharas. Besides Shri Harin P. Rawal, Additional Solicitor General appearing on behalf of Union of India placed detailed written submissions, supporting the stand taken by SEBI. [6]
SUPREME COURT AS AN COURT OF APPEAL
SAHARA INDIA REAL ESTATE CORPN. LTD. AND ORS.
V.
SECURITY AND EXCHANGE BOARD OF INDIA AND ANOTHER
CIVIL APPEAL NO. 9813 OF 2011 WITH NO. 9833 OF 2011
DECIDED ON 31ST AUGUST 2012
The Saharas filed these appeals, under Section 15Z[7] of the SEBI Act, raising various questions of law which they claim arising out of the order of the Tribunal.
THE ISSUES RAISED BY THE HON’BLE SUPREME COURT ARE AS BELOW-
Issue 1. Whether SEBI (Sec 11, 11A, 11B), The Company Act (Sec 55A) or Ministry of Corporate Affairs [Sec 55A(c) of the CA] has the power to investigate and adjudicate over this matter.
Issue 2. Whether the OFCDs as claimed hybrid fall within the definition of ‘Securities’ within the ambit of Companies Act, SEBI Act and SCRA
Issue 3. Whether the OFCDs issued to a large number of subscribers is a Private Placement so as not to fall within the purview of SEBI’s Regulations and various provisions of The Company Act.
Issue 4. Whether the provisions of Section 73 mandatorily apply to all public issues or depends upon the “intention of the company” to get listed.
Issue 5. Whether OFCDs are Convertible Bonds in nature and are exempted from the application of SCRA as per the provisions of sec 28(1)(b)
OBSERVATION
The Apex Court finally solved the much-praised issue of SEBIs jurisdiction and answered that it did have jurisdiction over to investigate and adjudicate the matter before it.
Since SEBI is special legislation it is empowered with powers to investigate in matters which concerns the protection of investors. Such powers are not arbitrary and while investor’s rights are at stake SEBI rules should be read harmoniously complimenting other such laws of MCA.
To support this view, the Supreme Court emphasised on the legislative intent and the statement of objectives for the enactment of SEBI Act and the insertion of Section 55A in the Companies Act to delegate special powers to SEBI in matters of issue, allotment and transfer of securities. As far as listed public companies are engaged in the transfer of securities and non-payment of dividend are in question there shall be no escape from the eyes of SEBI. Also, companies which list their securities on a recognized stock exchange in India. ·
The Apex Court held that even though the OFCDs were claimed to be in hybrid nature that shall not mean that they are not securities as explained under the SEBI, Companies Act and SCRA(Security Contract Regulation Act). Even though there has been no such definite definition of the word hybrid instruments under section 2(h) of the SCRA, the hybrid instruments will fall within the ambit of securities.[8]
As the very nature of this section is not exhaustive rather inclusive and it involves all marketable securities. Besides the mere existence of the word debentures is enough to prove its nature of security as per the provisions of SEBI, the Companies Act and SCRA. ·
Further, the court stated that even if the OFCDs were issued through private placement it fails to be one as the securities were offered to more than fifty people. As per Section 67(3) specifically, when any security is offered to and subscribed by more than 50 persons it will be deemed to be a Public Offer and shall make for SEBI’s jurisdiction.
Once it is subjected to SEBI’s jurisdiction it has to fulfil all the requirements which are put forward by the SEBI. Supreme court even rejected company’s argument of ‘exemption from the provisos to Sec 67 (3) as the Information memorandum mentioned that the OFCDs were issued only to those connected or associated to Sahara Group in any way’.
The Court observed that the company had elicited public demand for the OFCDs through the filing of Information Memorandum under Section 60B of the Companies Act, which is only regarding Public Issues.
The question of the need for introducers was also contested in the court as the funds were issued only to connected and associated people. So if this was the condition then there remains no need for an introducer.
This proved the company’s intention of issuing securities to the public under the veil of the private placement. The court found out that the securities were issued to more than prescribed limit under Section 67(3) and because of this section the company was held liable for civil and criminal liability.
Issue of OFCD’s through the circulation of IM to public attracted provisions of Section 60B of the Companies Act, and therefore it required filing of a prospectus under Section 60B(9). Since the companies did not come out with a final prospectus on the closing of the offer and failed to register it with SEBI, the Supreme Court held that there was a violation of sec 60B of the Company Act also. ·
Both the group companies went on to argue that the provisions of the SCRA in the light of section 28(1)b cannot be applied since OFCDs are convertible with agreed price at the time of issue. The court relying upon amendment of SCRA and the addition of Section 28 rejected this argument.
The inapplicability of SCRA, as examined in Section 28(1)(b), does not extend to convertible bonds, but to the entitlement of a person to whom such bonds are issued. The Supreme Court mentioned that section 28(1)(b), clearly direct that debentures which are a separate category of securities in the definition contained in Section 2(h) of SCRA are exempted. Only the convertible bonds and share of the type referred to therein that are excluded from the applicability of the SCRA. ·
Sahara’s argument over corporate autonomy based on section 73 of the Company Act was also rejected. As the court recapitulated that as long as the law is clear and not ambiguous and as per section 67(3) of the Company Act if securities are issued to more than 49 people then company’s intention does not matter.
They have to be listed on a recognized stock exchange. According to Sec 73 (1), every company must apply on a stock exchange for listing its securities if it intends to offer debentures or shares to the public. The Court observed that the corporate autonomy in no way was jeopardized rather they failed to perform their duty.
The duty of listing flows from the act of issuing securities to the public, provided such offer is made to fifty or more than fifty persons. Any offering of securities to fifty or more is a public offering by virtue of Section 67(3) of the Companies Act. The Saharas were well aware of it and even if they weren’t their actions spoke differently. Intentions of the company are to be ascertained from its act and conduct by application of maxim acta exteriora indicant interiora secreta. ·
The company went on to argue that Section 67(3) was made applicable to Preferential Allotment made by unlisted public companies only in 2011 by amending the 2003 rules with prospective effect and not with retrospective effect. Hence before the 2011 Rules were framed, they were free to make a preferential allotment to more than 50 persons also.
The court in a way was convinced with the argument and cleared the air surrounding the legislative intentions. Such a piece of the rule which is already delegated cannot contravene the statutory provisions of Sec 67(3). While Sec 67(3) still exists it is implied that even the 2003 preferential allotment rules are to comply with the requirement of Sec 67(3). The 2003 Rules shall apply only in connection of preferential allotment of unlisted companies.
Incase if the preferential allotment is a public issue, then 2003 Rules would not apply.
JUDGEMENT
On 31st August 2012, the Supreme Court while giving one of the landmark cases in the corporate world directed The Sahara Company along with its group companies Sahara India Real Estate Corporation Limited (SIRECL) and Sahara Housing Investment Corporation Limited (SHICL) to refund around Rs 17,400 crore to their investors within a period of 3 months from the date of the order with an interest of 15%. The Supreme Court while affirming the findings of Securities Appellate Tribunal asked SEBI to investigate into the matter to ascertain actual investor base who had subscribed to the optional fully convertible debentures issued by Sahara group companies i.e. SIRECL and SHICL
POST JUDGEMENT
By December 2012 the company was asked to deposit money in three installments with an immediate payment of Rs. 5120 crore. Soon the company’s inability of paying money as ordered was visible therefore the Securities and Exchange Board of India asked the company to attach bank accounts and other such assets of the groups, along with it a summons for Subrata Roy was issued.
Over the period SEBI had to approach the Supreme Court against the company due to its non-compliance with respect to the court’s directions.
Further, in the month of February 2014, the Supreme court ordered Sahara Chief Subrata Roy to be present in the court and justify why action should not be initiated against him as the company had failed to meet their liability of Rs. 25,781 crores as directed by the Supreme court in the year 2012. SEBI informed the court that the group had by then only deposited an amount of Rs. 20,000 crore as against the liability. Finally in 2014 on the grounds of the contempt of the court Subrata Roy was sent to jail. Till 2016 Roy remained in the jail and was granted bail on a promise to pay the remaining amount by a new fixed deadline.
CONCLUSION
This landmark Judgment is undoubtedly a milestone in India’s Corporate landscape, as it not only ensures SEBI’s absolute power to investigate into the matters of listed companies but also into the matters of the unlisted companies. It empowers SEBI to investigate and adjudicate in matters pertaining to unlisted companies. It enlarges the word securities in the corporate section wiping blur lines passing through it. In this case court’s wise interpretation of law protected the interest of investors and brought a multibillion company at the doors of court, thereby reinstating people’s trust in the judiciary.
While one reads this case we not only discover all the ‘DOs’ of the financial market but also all the ‘DONT’s’. An individual can come across lines of consequences and irrational decisions which ultimately result in perilous circumstances. Besides all, a very important aspect why this case stands out is because it settled the long time jurisdictional conflict that took place between Ministry of corporate affairs and Securities and Exchange Board of India.
It brought a wave of harmony between laws governing the company’s conducts. This is a great relief, as history is full of advantages taken by the parties because of this jurisdictional void. The battle of Sahara company to prove their innocence in spite of the order of the Apex Court remains and the company’s public statements seemed to have high hopes in the coming year. 
[1] SLP (Civil) No. 11023 of 2011 and SLP (Civil) No. 13204 of 2011
[2] Appeal Nos. 131 of 2011 and 132 of 2011
[3] SAT ORDER DATED 18/10/2011 OF SAT IN APPEAL NO. 131 OF 2011 [4] C.A. No. 9813 of 2011
[5] C.A. No. 9833 of 2011
[6] SIRECL & Ors. V. SEBI and Anr. Civil Appeal no. 9813 OF 2011 with 9833 OF 2011
[7] “15Z. Any person aggrieved by any decision or order of the Securities Appellate Tribunal may file an appeal to the Supreme Court within sixty days from the date of communication of the decision or order of the Securities Appellate Tribunal to him on any question of law arising out of such order: Provided that the Supreme Court may if it is satisfied that the applicant was prevented by sufficient cause from filing the appeal within the said period allow it to be filed within a further period not exceeding sixty days.” [8] (2009) 8 SCC 1: (2009)N3 SCC (CRI) 646