M/S. .Sanghi SEZ Pvt. Ltd. Minor Shareholder of Sanghi Plantation Ltd. Through its Authorized Representative Girish Kumar Sanghi vs SEBI on 30 October 2026

ORDER

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

This appeal is filed with a prayer inter alia to set aside the modified recovery certificate No.3168 of 2020 dated 11.09.2025, issued by the Recovery Officer, SEBI1.

2. We have heard Mr. Rajesh Ranjan Prasad, learned Advocate for the appellant and Mr. Sumit Rai, learned Advocate for the SEBI.

3. Brief facts of the case are, Sanghi Plantations Limited (‘Sanghi Plantations’ for short), was running a Collective Investment Scheme (‘CIS’ for short) till 1992. As per SCN2, a sum of ₹4,17,05,000/- was received from 27,383 persons, out of which refund to 13,048 persons amounting to ₹2,09,79,000/- was made till 23.07.2005, the date of submission of audit report to the SEBI.

4. SEBI, by its order dated 17.10.2017, directed Sanghi Plantations to wind up the scheme, repay all monies collected 1 Securities and Exchange Board of India 2 Show Cause Notice

from the investors with returns offered in the said scheme and to submit a winding up and repayment report (‘WRR’ for short). That order has attained finality. Pursuant to the said order, SEBI initiated recovery proceedings.

5. Appellant, Sanghi SEZ Private Limited (‘Sanghi SEZ’ for short) has called in question the modified recovery certificate and sought several other reliefs. Appellant’s case is, at the material point of time when SEBI passed its order3 against Sanghi Plantations directing it to wind up the scheme and to repay the investors, the said Company was undergoing severe management disputes and litigation before the Company Law Board and therefore, it was not possible to comply with SEBI’s order. On 03.12.2020, SEBI’s Recovery Officer issued RC4 No.3168 of 2020 under Section 28A of the SEBI Act,19925 demanding a sum of ₹2,07,27,000/-. Subsequently, on 11.09.2024, SEBI issued a public notice announcing e-auction of properties belonging to Sanghi Plantations. One of the promoter Directors and shareholder of Sanghi Plantations, Girish Kumar Sanghi, who is also Director and shareholder of appellant Company, wrote to SEBI to defer the e-auction. On 24.09.2024, the appellant Company made a voluntary payment of ₹2,10,00,000/-. SEBI acknowledged the receipt of the said sum and thereafter, demanded additional sum of ₹1,72,49,005/- towards interest. Appellant paid the said sum and the e-auction was postponed. Thereafter, on 04.01.2025, appellant sought for 3 Order No.WTM/GM/EFD/65/2017-18 dated 17.10.2017 4 Recovery Certificate 5 Securities and Exchange Board of India Act, 1992

a ‘no dues certificate’ and permanent cancellation of e-auction proceedings. On 11.09.2025, the Recovery Officer issued a further modified Recovery Certificate demanding ₹19,24,53,610/-, which is impugned in this appeal.

6. On 14.07.2026, Mr. Sumit Rai, learned Advocate appearing for SEBI raised a preliminary objection stating that the appellant has averred that it held a minority share in Sanghi Plantations Limited. A communication received by SEBI from one Siddharth Sanghi disclosed that appellant was not holding any share in Sanghi Plantation and therefore, this appeal was not maintainable. Accordingly, we had directed the appellant to implead Sanghi Plantations and an application for impleadment has been filed.

7. Learned Advocate for appellant urged four grounds to justify appellant’s locus standi to maintain this appeal: i. That appellant is the aggrieved party because appellant has made payment as advised by the SEBI;

ii. That SEBI demanded only ₹3.82 Crore and the same was paid;

iii. That despite request, SEBI has not issued ‘no due certificate’; and iv. That the Recovery Officer, SEBI has subsequently further revised the amount to ₹19,24,53,610/-, which is illegal and unsustainable.

8. In reply, Mr. Rai for SEBI submitted that SEBI has not passed any orders against the appellant. Adverting to SEBI’s letter6 dated 01.10.2024 to Sanghi Plantations Ltd., he submitted that ₹2.10 Crore was received towards demand notice dated 24.09.2024 and there was an outstanding sum of ₹1.72 Crore. Further adverting to para 7 of that letter, he submitted that SEBI had called upon Sanghi Plantations to make the payment of 1.72 Crore and to submit a WRR in accordance with CIS Regulations. He argued that in para 7.4 and 7.5 of that letter, SEBI directed Sanghi Plantations to settle the dues with 14,335 investors as per the terms of offer/scheme on the date of maturity along with interest and other costs till the actual date of payment. He submitted that appellant vide its letter7 dated 04.10.2024, has undertaken to advertise in paper to identify and invite all concerned investors to resolve the issue. In substance, Mr. Rai contented that appellant is a third party to the proceedings. Therefore, appellant has no locus standi to challenge the recovery certificate dated 11.09.2025 impugned in this appeal.

9. We have carefully considered rival contentions and perused the records.

10. In the light of the rival contentions, the point that arises for our consideration is, “whether this appellant has locus standi to challenge the impugned recovery notice issued to Sanghi Plantations Limited and others?”

6 Exhibit – H to the memorandum of appeal 7 Exhibit – I to the memorandum of appeal

11. Undisputed facts of the case are, the CIS scheme was formulated and money was collected by ‘Sanghi Plantations’. On 17.09.2024, Sanghi Plantations has assured SEBI that it would comply with SEBI’s order and pay to the investors. A copy of letter written by Sanghi Plantations, signed by Girish Kumar Sanghi, the promoter Director and a shareholder has been annexed to the memorandum of appeal as Exhibit – E and it reads thus: “17th September 2024

To,

Shri Biranchi Narayan Sahoo Executive Director Securities and Exchange Board of India (SEBI) SEBI Bhavan, Plot No. C4-A, 'G' Block Bandra Kurla Complex, Bandra (East) Mumbai-400051

Sub: To stop E-auction for sale of immoveable properties of Sanghi Plantations Limited dated September 11, 2024.

Ref: SEBI Order No. WTM/GM/EFD/65/2017-18 dated October 17, 2017.

Dear Sir,

We refer public notice issued by your good office in the matter of E auction for sale of immoveable properties of Sanghi Plantations Limited dated September 11, 2024 in compliance with SEBI Order No. SEBI WTM/GM/EFD/65/2017-18 dated October 17, 2017 (copies enclosed for reference) under Sections 11(1), 11(4) and 11B of Securities and Exchange Board of India Act, 1992 read with Regulation 65 of the Securities and Exchange Board of India (Collective Investment Schemes) Regulations, 1999.

It is in the interest of all the stakeholders, we would like to pay the dues to SEBI as per above mentioned SEBI Order at the earliest and request you to stop e auction immediately.

We authorise CA Uttam Prakash Agarwal and CS Prakash Shenoyon behalf of the Interest of Company to meet the concerned official of SEBI to discuss further actions required in the matter.

We hereby confirm we would like to comply with SEBI order and pay the dues of the investors at the earliest.

In view of above, request you to stop e-auction of public notice Issued on September 11, 2024.

Thanking You.

Yours Faithfully

For Sanghi Plantations Limited

Gireesh Kumar Sanghi Promoter Director and Shareholder DIN: 00624742”

12. Admittedly, this appeal has been filed by Sanghi SEZ Private Limited through its authorised representative, who is none other than Girish Kumar Sanghi. SEBI had written to Sanghi Plantations acknowledging the receipt of ₹2.10 Crore and called upon the said Company to pay a balance sum of ₹1.72 Crore. Mr. Rai has adverted to para 7 of SEBI’s letter8 and pointed out that SEBI had directed the Sanghi Plantations to settle the dues to 14,335 investors. The relevant portion of the letter reads thus: “7. Pursuant to Rule 15 of the Second Schedule to the Income- tax Act, 1961, the sale of immovable properties, as issued in the 8 Dated 01.10.2024, Exhibit - H to the memorandum of appeal

Notice of Sale dated September 11, 2024 may be stopped, subject to the compliance of following terms and conditions before the e-auction date i.e. October 14, 2024.

7.1 You shall comply with para 6 above immediately. As per the auditor's certificate, refunds to the sum of Rs.2,09,79,000/- 7.2 have already been made to 13,048 persons. You shall submit a winding up and repayment report (WRR) to SEBI in accordance with the CIS regulations for the refunds already made to these 13,048 investors. The WRR shall be supported by the proof of the trail of funds claimed to be refunded, bank account statements indicating refund to the investors and receipt from the investors acknowledging such refunds along with a certification of such repayment from two independent Chartered Accountants. The list of these investors shall also be provided, specifically in the format outlined in paragraph 8 of the SEBI Order dated Dec 17, 2017.

7.3 You shall provide the details of returns due to the 14,335 investors as per the terms of offer/scheme. You shall submit a list of these 14,335 investors to whom money is due along with details, thereof, and an independent auditor's certification with regard to these details, specifically in the format outlined in paragraph 8 of the SEBI Order dated Dec 17, 2017.

7.4 In compliance with 7.2 and 7.3, you shall settle the returns due to 14,335 investors as per the terms of offer/scheme on the date of maturity i.e. May 20, 2012, along with interests and other costs etc, till the actual date of payment.

7.5 In case if the refunds had already been completed for these 14,335 investors, you shall submit a winding up and repayment report (WRR) to SEBI in accordance with the CIS regulations for these refunds, along with supporting documents as specified at para 7.2 above.

7.6 You shall continue to comply with the WTM Order dated October 17, 2017 till the completion of recovery proceedings to the satisfaction of SEBI.”

13. In response to the said letter, appellant has confirmed its commitment to settle 14,335 investors. The letter reads thus:

“4th October 2024 To, Shri Suraj Mohan, General Manager. Securities and Exchange Board of India (SEBI) Overseas Towers, 7th Floor, 756-L, Anna Salai, Chennai - 600 002.

Subject: Undertaking for settlement & compliance with SEBI letter Dated 1st October, 2024 on behalf of Sanghi Plantation Ltd as Minor shareholder.

Dear Sir,

We, Sanghi SEZ Pvt. Ltd. (hereinafter referred to as Minority shareholder Sanghi Plantation Ltd hereby provide this undertaking to the Securities and Exchange Board of India (SEBI) in accordance with Section 10 of the order dated October 1, 2024.

1. We confirm our commitment to settle the remaining investors, i.e., 14,335, as per the scheme dated May 20, 2012, to pay along with the principal and interest at the rate of 12% per annum.

2. We undertake to advertise in a newspaper to identify and invite all concerned investors to resolve this issue.

3. We confirm that we have remitted a payment of 2,10,00,000/- on September 24, 2024, as principal amount to be paid to investors on behalf of Sanghi Plantation Ltd. in continuation of SEBI's order dated October 17, 2017, and letter dated 1" October, 2024

4. We undertake to settle the balance of interest and other charges as per letter dated 01st October, 2024 amounting to 1,47,49,005-/(1,72,49,005-25,00,000 (paid on 3rd Oct 2024 vide UTR NO:UTIBR52024100300362305)) within next 10 days from the date of this undertaking.

5. We reaffirm our commitment to safeguarding the interest of Investors and minority shareholders.

We hereby declare that the information provided above is true and accurate. We understand that any non-compliance with this undertaking may attract regulatory action.

Sincerely,

Gireesh Kumar Sanghi Chairman & Managing Director Sanghi SEZ Pvt. Ltd. Minor Shareholder

Verification

I declare that the above undertaking is true and accurate.

Signature: Date: Stamp:”

14. Thus, SEBI has received both the sums of ₹2.10 Crore and ₹1.72 Crore payable by Sanghi Plantations Limited. Learned Advocate for the appellant has not shown any material by which SEBI has recognised the appellant in any manner or called upon the appellant to pay any money.

15. Admittedly, WTM’s order is not against the appellant. No recovery proceedings have been initiated against the appellant. Therefore, SEBI’s preliminary objection that Sanghi SEZ Private Limited has no locus standi is well founded and therefore, sustained. Accordingly, we answer the point for consideration in the negative.

16. Records disclose that appellant’s authorised representative is Girish Kumar Sanghi and he was the promoter Director of Sanghi Plantations. A perusal of the cause title of

application for impleadment shows that appellant and Sanghi Plantations Limited are situated in the same place and it reads as follows: “M/s. Sanghi SEZ Pvt. Ltd. (Minor Shareholder of Sanghi Plantations Ltd. Through its Authorised Representative Girish Kumar Sanghi Having its address at Sanghi Nagar (P.O), Hayat Nagar, Mandal, Hyderabad, Telangana-501511.

…..Appellant Versus

Securities and Exchange Board of India SEBI Bhavan, Plot No.C-4A, G Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400051.

…..Respondent No.1 And

SANGHI PLANTATION LTD. …….Impleader and Proposed Respondent No.2

Having its Offices at:

1. Sanghi Plantations Limited, 4-3-352, Bank Street, Hyderabad-500095 (T.S.)

2. Sanghi Plantatons Limited 4-4.341, Girikunj, 2nd Floor, Giriraj Lane, Sultan Bazar, Koti, Hyderabad-500095 (T.S.)

3. Sanghi Plantatons Limited 1-144/143, PO-Sanghi Nagar, Hayatnagar Mandal, Ranga Reddy District, Telangana – 501511 (T.S) ” (Emphasis supplied)

17. Therefore, in our view there is no necessity to consider the application for impleadment.

18. In the light of our finding that appellant has no locus standi to challenge the impugned recovery certificate, this appeal does not merit any consideration.

19. Hence, the following:

ORDER

i. Appeal is dismissed. ii. Miscellaneous Application No.896 of

for impleadment is dismissed. iii. It is made clear that we have not examined the merits of the WTM’s order or the recovery certificates. Observations made in this order are restricted to the disposal of this appeal only. iv. Pending interlocutory applications(s), if any, disposed of. v. No costs.

Justice P.S. Dinesh Kumar Presiding Officer

Ms. Meera Swarup Technical Member

Dr. Dheeraj Bhatnagar Technical Member

30.10.2026 RHN RAJALA KSHMI H NAIR Digitally signed by RAJALAKSHMI H NAIR Date: 2026.10.30 14:08:37 +05'30'