Saurabh Gupta vs SEBI on 9 September 2026

ORDER

Per: Justice P.S. Dinesh Kumar, Presiding Officer

This review application is filed seeking review of interim order dated 01.09.2025.

2. We have heard Ms. Deepriya Snehi, learned Advocate for the review applicant and Mr. Sumit Rai, learned Advocate for the SEBI.

3. The relevant portion of the order under review reads thus: “3. Admit.

4. Respondent is granted six weeks time to file a reply and three weeks thereafter to the appellant to file rejoinder.

5. By interim direction, the recovery of penalty shall remain stayed subject to appellant depositing 50% of the penalty amount with the respondent within four weeks from today. Learned Advocate for the appellant seeks two weeks more to deposit the said amount. Granted. If the said amount is deposited, the same shall be placed in an interest-bearing account.

6. By consent, call along with Appeal No. 360 of 2025 on 27.10.2025.”

4. On the previous date of hearing, this review application was opposed by Mr. Sumit Rai, learned Advocate for the SEBI, mainly on the ground that on 01.09.2025, the learned Advocate for the applicant had sought two weeks to deposit 50% penalty amount and thus accepted the condition imposed by this Tribunal.

5. Ms. Deepriya Snehi, learned Advocate for applicant submitted that:  The Counsel who appeared on 01.09.2025 did not have instructions to seek time to deposit the 50% penalty as a condition for grant of interim order;  The applicant is in no way connected with the transactions in question. From 2018, applicant was not on the Board of the Company. With effect from 31.03.2022, he had ceased to be a promoter and had transferred the shares in favour of his brother, Gaurav Gupta;  Applicant has not traded in the shares during the investigation period i.e.08.03.2022 to 30.11.2022;  In his reply to the ex parte interim order, applicant has brought the aforementioned facts to SEBI’s notice, but the same have not been considered;  Applicant resides in Dubai and is not involved in any activities concerning the Company; and  The disgorgement amount ordered against the applicant is ₹17,602/-, whereas the penalty imposed is ₹25 Lakhs. This is wholly illogical without application of mind.

6. In reply, Mr. Rai, learned Advocate for SEBI submitted that:  There is no error apparent on the face of the order sought to be reviewed;  The applicant has admitted in para 7.1 (e) of the memorandum of appeal that his email ID was used to give instructions to the broker for sale of five Lakh shares;  There was a WhatsApp group titled ‘D02344 Sadhna Media’ which had five participants including the applicant. The chats retrieved clearly indicate that the group was used to give ‘sell orders’ to be executed from the promoter linked entities and prayed that the application may be dismissed.

7. We have considered rival contentions and perused the records.

8. Undisputed facts are, applicant is son of Noticee No.2, Rakesh Kumar Gupta and Noticee No.1 is his brother.

9. Applicant’s main contention is that from and after 31.03.2022, he was not the promoter of the Company and not involved in any transactions. The WTM has recorded in para 133 of the impugned order that the WhatsApp chats retrieved from the mobile phone of Noticee No.25 showed that a WhatsApp group titled ‘D02344 Sadhna Media’ was created which included the applicant, Saurabh Gupta. We have perused the screenshots extracted in para Nos.133 to 138 of the impugned order. We may record that in para No.134, applicant’s name is found in the chat dated 22.02.2023, wherein it is stated that the bank statements of certain entities were required which also includes the name of the applicant. It is recorded in para No.137 of the impugned order that Neha Agrawal (Noticee No.13) was sharing the OTPs with Noticee No.25 for the demat accounts of the applicant and others.

10. In the memorandum of appeal1, applicant has stated thus: “7.(e) While the Appellant was the authorized signatory for Noticee No.8’s Demat/trading account, this account had become virtually dormant. His email ID was used for placing instructions with the broker on only two occasions in September 2022, specifically for the sale of 5 lakh shares due to Varun Media’s working capital requirements. Crucially, the Appellant was neither involved in buying or selling any shares beyond this limited instance, nor was he the beneficiary of these specific transactions.”

(Emphasis supplied)

11. Thus, the applicant has admitted that his email ID was used for giving instructions on two occasions in September 2022 for sale of five Lakh shares for Varun Media’s working capital requirements.

12. Applicant was admittedly a promoter and a Director of the Company and it was argued that he had transferred his shares to his brother, Gaurav Gupta. Though it was submitted that the applicant had ceased to be a Director of the Company since 2018 and ceased to be promoter since 2022, the WhatsApp chats and 1 At para 7 (e), page 32

the findings recorded in para Nos.133 to 138 of the impugned order lead to a prima facie inference that applicant was part of the group which was taking decisions to sell the shares.

13. So far as the contention that the imposition of ₹25 Lakhs as penalty is disproportionate, compared to the disgorgement of ₹17,602/-, we may record that this appeal is one of the batch matters. The pleadings are not complete. At the admission stage, we have directed the applicant to deposit 50% penalty as condition to grant stay of recovery. All contentions raised by the applicant shall be considered at the time of final hearing of the appeal.

14. In the facts and circumstances, we find no error apparent on the face of the record to review the order dated 01.09.2025 passed by this Tribunal. Hence, this application fails and it is accordingly dismissed. No costs.

Justice P.S. Dinesh Kumar Presiding Officer

Ms. Meera Swarup Technical Member

Dr. Dheeraj Bhatnagar Technical Member

09.09.2026 RHN RAJALA KSHMI H NAIR Digitally signed by RAJALAKSHMI H NAIR Date: 2026.09.09 13:19:48 +05'30'