2025 (12) TMI 356 - SCH - SEBI

Appeals on SEBI Regulation 43B warrant investments dismissed for breaching August 2023 Circular timelines and disclosures

SC upheld the Tribunal's rejection of appellants' applications under Regulation 43B of the SEBI (FPI) Regulations, 2019 concerning investments through ... Applications filed under Regulation 43B of the SEBI (FPI) Regulations, 2019 - convertible warrants - Non-compliance with timelines and disclosure requirements with the August 2023 Circular, divested their investment in Indian companies during the said extended period and paid financial disincentive of 5% of sale proceeds to SEBI - Tribunal held that there is nothing in the Regulation 43B application which suggests that there was any cause beyond appellants’ control to make the payment of remaining 75%. Further, subscription of warrants is in violation of the Circular, with full knowledge. - appellants’ applications under Regulation 43B do not merit any consideration. HELD THAT:- Law is well-settled that an appellate power interferes not when the order under challenge is not right but when it is clearly wrong. It has not been so demonstrated. Thus, we decline interference and dismiss the appeals. Two appeals were filed before the Supreme Court challenging a common judgment dated 15 October 2025 of the Securities Appellate Tribunal (SAT), Mumbai, which had affirmed an order of the Securities and Exchange Board of India (SEBI) dated 28 March 2025. After hearing counsel for both sides, the Court reiterated the settled principle governing appellate jurisdiction: an appellate body interferes 'not when the order under challenge is not right but when it is clearly wrong.' Applying this standard, the Court held that the appellants had failed to demonstrate that the SAT's decision, or the underlying SEBI order, was 'clearly wrong.' Consequently, the Supreme Court declined to interfere, dismissed the appeals, disposed of all pending interlocutory applications, and made no order as to costs.