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

IN THE SECURITIES APPELLATE TRIBUNAL
AT MUMBAI

TH
DATED THIS THE 30 DAY OF OCTOBER, 2026

CORAM: Justice P.S. Dinesh Kumar, Presiding Officer
Ms. Meera Swarup, Technical Member
Dr. Dheeraj Bhatnagar, Technical Member


Appeal No.514 of 2025
[Along with Misc. Application
Nos.896 of 2026]

M/s. Sanghi SEZ Pvt. Ltd.
(Minor Shareholder of Sanghi
Plantations Ltd.
Through its Authorised Representative
Girish Kumar Sanghi
Sanghi Nagar (P.O),
Hayat Nagar, Mandal,
Hyderabad, Telangana-501511.







…..Appellant

(By Mr. Rajesh Ranjan Prasad, Advocate for the Appellant.)

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



…..Respondent

(By Mr. Sumit Rai, Advocate with Ms. Nidhi Singh, Ms. Nidhi
Faganiya, Mr. Arav Doss and Ms. Sanjana Kumari,
Advocates i/b. Vidhii Partners for the Respondent.)

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THIS APPEAL IS FILED UNDER SECTION 15T OF THE SEBI ACT,
1992 TO SET ASIDE THE MODIFIED RECOVERY CERTIFICATE
DATED SEPTEMBER 11, 2025, PASSED BY THE SEBI.

THIS APPEAL HAVING BEEN HEARD AND RESERVED FOR
ORDERS ON OCTOBER 26, 2026 COMING ON FOR
PRONOUNCEMENT OF ORDER THIS DAY, THE TRIBUNAL MADE
THE FOLLOWING:

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,
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issued by the Recovery Officer, SEBI .

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
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Investment Scheme (‘CIS’ for short) till 1992. As per SCN , 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

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Securities and Exchange Board of India
2
Show Cause Notice

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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
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material point of time when SEBI passed its order 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
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order. On 03.12.2020, SEBI’s Recovery Officer issued RC
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No.3168 of 2020 under Section 28A of the SEBI Act,1992
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

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Order No.WTM/GM/EFD/65/2017-18 dated 17.10.2017
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Recovery Certificate
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Securities and Exchange Board of India Act, 1992

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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.

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8. In reply, Mr. Rai for SEBI submitted that SEBI has not
passed any orders against the appellant. Adverting to SEBI’s
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letter 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
7
submitted that appellant vide its letter 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

6

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:
th
“17 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.

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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
8
Crore. Mr. Rai has adverted to para 7 of SEBI’s letter 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

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Dated 01.10.2024, Exhibit - H to the memorandum of appeal

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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:

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

Subject: Undertaking for settlement & compliance with SEBI
st
letter Dated 1 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
st
charges as per letter dated 01 October, 2024 amounting to
rd
1,47,49,005-/(1,72,49,005-25,00,000 (paid on 3 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.

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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

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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
nd
4-4.341, Girikunj, 2 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.

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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 2026 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'