2025 (6) TMI 541 - AT - SEBI

Former ICICI Bank MD wins appeal against SEBI's parallel proceedings citing unfair disadvantage and bias risk

Chanda Kochhar Versus Securities and Exchange Board of India

The Securities Appellate Tribunal at Mumbai allowed an appeal by a former MD and CEO of ICICI Bank challenging parallel proceedings by SEBI. The Tribunal ... Parallel proceedings against ICICI Bank as well as the appellant/former Managing Director and CEO of ICICI Bank - allegations levelled against the appellant in the amended show cause notice pertain to appellant’s acts and omissions committed whilst she was the MD and CEO of ICICI Bank - HELD THAT:- The proceedings against the appellant and ICICI Bank emanate from the same set of facts and cause of action pertaining to the ICICI Bank. After her removal from the Bank, obviously, the appellant shall not have any access to the materials/documents pertaining to the ICICI Bank. Every person has a right to defend his/her case. In the present case, respondent is independently proceeding against the appellant on the same cause of action/facts in which both the appellant and the Bank are facing enquiry. The respondents have initiated parallel proceedings against ICICI Bank as well as the appellant. There should be absolute fair practice on part of the quasi-judicial authority while conducting an enquiry. The fundamental principle is that any material which has not been brought to his notice, cannot be used against a delinquent. Further, the adjudicating officer in both the proceedings against ICICI Bank as also the appellant are one and the same. Admittedly, he is privy to the documents submitted by the ICICI Bank. Therefore, his findings qua the appellant may be biased or exposed to the risk of bias. It is elementary that the human mind does not function in compartments. When it receives impressions from different sources, it is the totality of the impressions which goes into the making of the decision and it is not possible to analyse and dissect the impressions and predicate which impressions went into the making of the decision and which did not. Appeal is allowed.SEBI is directed to furnish a copy of SCNs issued to the ICICI Bank and allow the appellant to inspect and take notes from all replies, written submissions/annexures/exhibits/documents filed by ICICI Bank with the respondent and also with respect to the ICICI Bank’s Secretarial Portal and data stored in Bank’s server and devices in respect of ICICI Bank-Videocon Group saga and thereafter fix a date of hearing. 1. ISSUES PRESENTED and CONSIDEREDThe core legal questions considered by the Tribunal include:Whether the hearing notice dated March 12, 2025, issued by the Adjudicating Officer (AO) of SEBI under Section 15I of the SEBI Act, read with Rule 4(3) of the SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995, is appealable before the Securities Appellate Tribunal.Whether the appellant, a former Managing Director and CEO of ICICI Bank, is entitled to inspection and supply of documents, including the Show Cause Notice (SCN) and amended SCN issued to ICICI Bank, replies, written submissions, annexures, exhibits, and data stored on ICICI Bank's Secretarial Portal and servers, which form the basis of the amended SCN issued against the appellant.Whether the principles of natural justice require SEBI to disclose all relevant material, including submissions and documents filed by ICICI Bank, to the appellant to enable her effective defense.Whether SEBI's refusal to provide access to documents and data related to ICICI Bank amounts to a violation of the principles of natural justice and established legal precedents.The extent to which the adjudicating officer's involvement in parallel proceedings against both the appellant and ICICI Bank affects the fairness and impartiality of the inquiry.2. ISSUE-WISE DETAILED ANALYSISIssue 1: Appealability of the Hearing Notice dated March 12, 2025Relevant legal framework and precedents: SEBI Act, 1992, Section 15T (appeal provisions); procedural rules under SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995.Court's interpretation and reasoning: SEBI contended that the hearing notice is not an appealable order under Section 15T of the SEBI Act, arguing that such notices are preliminary procedural steps and not final orders. The Tribunal, however, did not restrict its analysis to the maintainability objection, implicitly recognizing the significance of the appellant's grievance regarding procedural fairness and access to documents.Application of law to facts: Although the hearing notice itself may not be a final order, the Tribunal considered the broader context of procedural fairness and rights of the appellant to defend herself effectively, thereby addressing the substantive issues raised in the appeal.Conclusion: The Tribunal proceeded to examine the merits of the appellant's contentions despite the preliminary objection, indicating that the appeal was maintainable in the interest of justice.Issue 2: Entitlement to Inspection and Supply of Documents and Data Related to ICICI BankRelevant legal framework and precedents: Principles of natural justice; Rule 4(3) of SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995; Civil Procedure Code (CPC), 1908 (Order 11, Rules 1, 3, 5) as guiding principles; case law including T. Takano v. SEBI, Milind Patel v. Union Bank of India, Madhyam Agrivet Industries Ltd. v. SEBI, Kanwar Natwar Singh v. Director of Enforcement, Kavi Arora v. SEBI, Ranjit Thakur v. Union of India, and Khudiram Das v. State of West Bengal.Court's interpretation and reasoning: The Tribunal emphasized that the appellant's right to a fair hearing necessitates full and fair disclosure of all relevant material used against her. The appellant's defense is intertwined with the case against ICICI Bank, as the allegations relate to her conduct as the MD and CEO of the Bank. The Tribunal noted that the same adjudicating officer is conducting parallel proceedings against both the appellant and ICICI Bank, increasing the risk of bias if relevant documents are withheld.The Tribunal relied on the principle that 'nothing should be used against the person which has not been brought to his notice' (Kanwar Natwar Singh). It also observed that the adjudicating officer cannot compartmentalize impressions received from different sources and that the totality of impressions influences decision-making (Ranjit Thakur, Khudiram Das).SEBI's refusal to provide inspection of documents and data, including submissions by ICICI Bank and electronic data from the Bank's Secretarial Portal and servers, was held to be violative of natural justice. The Tribunal rejected SEBI's argument that ICICI Bank is not a party to the amended SCN and that its submissions are irrelevant or confidential, pointing out that the appellant's case is inseparable from the Bank's case.Key evidence and findings: The appellant's repeated requests for inspection and supply of documents, SEBI's selective and incomplete disclosure, and the Tribunal's earlier orders directing SEBI to provide inspection were considered. The Tribunal found that SEBI's partial disclosure without valid reasons was inadequate.Treatment of competing arguments: SEBI's contention that documents not relied upon by the authority need not be furnished was countered by the Tribunal's emphasis on the right to know all material that may influence the adjudication. SEBI's reliance on Kavi Arora was distinguished on facts, as the appellant sought documents submitted by ICICI Bank, not merely co-noticees' submissions.Application of law to facts: The Tribunal applied the principles of natural justice and procedural fairness to hold that the appellant must be granted access to all relevant documents and data, including those submitted by ICICI Bank, to enable an effective defense.Conclusion: The Tribunal directed SEBI to furnish copies of SCNs issued to ICICI Bank, allow inspection and note-taking of all replies, submissions, annexures, exhibits, and data stored on ICICI Bank's Secretarial Portal and servers related to the proceedings.Issue 3: Risk of Bias Arising from the Same Adjudicating Officer Conducting Parallel ProceedingsRelevant legal framework and precedents: Doctrine of bias; case law including Ranjit Thakur v. Union of India and Khudiram Das v. State of West Bengal.Court's interpretation and reasoning: The Tribunal recognized that the same AO is conducting adjudication against both the appellant and ICICI Bank, based on the same facts and cause of action. This creates a risk of bias or perceived bias, as the AO's knowledge of documents submitted by ICICI Bank may influence findings against the appellant.The Tribunal observed that the human mind does not function in compartments and that it is not possible to dissect which impressions influenced the decision. This underscores the need for transparency and disclosure to mitigate bias.Application of law to facts: Given the AO's dual role, the Tribunal found that withholding documents from the appellant while considering them in the Bank's proceedings undermines fairness.Conclusion: The Tribunal implicitly held that to preserve the integrity of the adjudicatory process and ensure fairness, disclosure to the appellant is essential.3. SIGNIFICANT HOLDINGSThe Tribunal's key legal reasoning and principles include:'The right to fair hearing is a guaranteed right. Every person before an Authority exercising the adjudicatory powers has a right to know the evidence to be used against him. This principle is firmly established and recognized by this Court... Nothing should be used against the person which has not been brought to his notice. If relevant material is not disclosed to a party, there is prima facie unfairness irrespective of whether the material in question arose before, during or after the hearing.' (Kanwar Natwar Singh v. Director of Enforcement)'The human mind does not function in compartments. When it receives impressions from different sources, it is the totality of the impressions which goes into the making of the decision and it is not possible to analyse and dissect the impressions and predicate which impressions went into the making of the decision and which did not.' (Ranjit Thakur v. Union of India; Khudiram Das v. State of West Bengal)Core principles established:The principles of natural justice require full disclosure of all relevant material, including documents and data submitted by co-noticees in related proceedings, to ensure a fair hearing.An adjudicating officer conducting parallel proceedings against related parties must ensure transparency to avoid risk or perception of bias.Denial of access to relevant documents and data that form the basis of allegations violates the right to fair defense and amounts to procedural unfairness.Quasi-judicial authorities, although not strictly bound by the Civil Procedure Code, should be guided by its principles regarding discovery and production of documents to uphold fairness.Final determinations on each issue:The appeal against the hearing notice was allowed, with the Tribunal directing SEBI to provide the appellant with copies of SCNs issued to ICICI Bank and access to all related replies, submissions, annexures, exhibits, and electronic data relevant to the proceedings.SEBI was directed to grant inspection and allow the appellant to take notes, thereby enabling effective defense.The Tribunal disposed of pending interlocutory applications and imposed no costs.