Appeal against confirmed administrative penalties is not maintainable under Section 15T by third-party directors.

In July 2011, Bhartiya Global Infomedia Ltd. (“the Company”) launched an IPO. A SEBI investigation revealed the suppression of material facts and the diversion of IPO proceeds.

On April 17, 2014, an Adjudicating Officer (AO) imposed a ₹6 Crore penalty on the Company for violating securities laws.

The Company challenged this order before the Securities Appellate Tribunal (SAT) and the Supreme Court, both of which dismissed the appeals and upheld the penalty.

Due to non-payment of the penalty, SEBI initiated criminal prosecution under Section 24(1) of the SEBI Act in 2021 against the Company and its Directors, including the Appellants.

The Appellants, who were Independent/Non-Executive Directors, filed these appeals to set aside the 2014 AO order and seeking a direction to SEBI to drop their names from the criminal proceedings.

1. Whether the appeals filed by the Appellants (Independent Directors) are maintainable given that the underlying impugned order has already been upheld by the Supreme Court.

2. Whether the Tribunal has the jurisdiction to interfere with or drop criminal prosecution proceedings pending before a Special Court.

Section 15T of the SEBI Act, 1992, regarding the right to appeal by an "aggrieved person".

Principle of res judicata or judicial discipline, noting that once an order is confirmed by the Apex Court, it cannot be reopened by third parties.

Power to quash criminal proceedings resides with the High Court under Section 482 of the Code of Criminal Procedure (Cr.P.C.), rather than the Tribunal.

Sections 24(2) and 27(2) of the SEBI Act, which empower SEBI to initiate prosecution against directors for non-payment of penalties.

The Tribunal reasoned that the impugned AO order dated April 17, 2014, had already achieved finality as it had been upheld by both the Tribunal in previous rounds and by the Supreme Court in Civil Appeal No. 6706 of 2019.

Consequently, the Appellants, as third parties to the original adjudication, cannot re-challenge the merits of a penalty that the highest court has already confirmed.

Regarding the criminal prosecution (Special Case No. 384 of 2021), the Tribunal held it has no jurisdiction over the Special Court and cannot direct SEBI to drop names or provide relief against coercive steps.

The Tribunal further noted that since the Appellants had already approached the Bombay High Court under Section 482 of the Cr.P.C. regarding the framing of charges, that remained the appropriate forum for such relief.

The prayer to set aside the 2014 order was rejected because the order had been confirmed by the Supreme Court; the prayers to stay recovery or drop criminal names were rejected for lack of jurisdiction.

All three appeals (Nos. 476, 477, and 478 of 2024) were dismissed, while clarifying that the Appellants remain free to seek appropriate remedies before the relevant legal forums (i.e., the High Court).