S.E.B.I. vs. Sahara
India Real Estate Corporation Ltd. & Ors.
I.A. Nos.
101-103, decided on June 4, 2014
In
Contempt
Petitions (C) No. 412 - 413 of 2012
In
Civil
Appeals No. 9813 and 9833 of 2011
And
Contempt
Petition (C) No. 260 of 2013
In
Civil Appeal
No. 8643 of 2012
(T.S. Thakur
and A.K. Sikri, JJ.)
The Judgment
of the Court was delivered by
T.S. Thakur,
J.
1. Sahara India Real Estate
Corporation Limited (SIRECL) and Sahara Housing Investment Corporation Limited
(SHICL) (hereinafter referred to as ‘Saharas’ for short) invited and claim to
have collected deposits from general public including cobblers, labourers,
artisans and peasants in the form of what were described as ‘Optional Fully
Convertible Debentures’ (OFCD). On a complaint received from Professional Group
of Investors Protection, SEBI found that the mobilisation of funds under the
Red Herring Prospectus (RHP) dated 13th March, 2008 and 6th
October, 2009 issued by the two companies was not legally permissible. By an ad
interim ex parte order dated 24th November, 2010 SEBI directed
Saharas not to offer their equity shares/OFCDS or any other securities to the
public or invite subscription in any manner whatsoever either directly or
indirectly pending further orders. Aggrieved by the said order Saharas
approached the High Court at Bombay but the High Court not only declined to
interfere with the directions issued by SEBI but also passed a further order on
23rd June, 2011, directing the promoter Mr. Subrata Roy Sahara and
Directors Miss Vandana Bhargava, Mr. Ravi Shankar Dubey and Mr. Ashok Roy
Choudhary of Saharas to jointly and severely refund the amount collected by
Saharas in terms of the RHPs issued by them alongwith interest @ 15% p.a. from
the date of the receipt of the deposits till the date of such repayment.
Pursuant thereto the SEBI ordered that the refund of the amount shall be made
only in cash through demand drafts or pay orders. The SEBI issued further
directions including a direction that Sahara Commodity Services Corporation Limited
(earlier known as SIRECL) and SHICL shall not access the security market for
raising funds till the time the aforesaid payments are not made to the
satisfaction of the SEBI.
2. Aggrieved by the order
aforementioned, Saharas filed an appeal before the Securities Appellate
Tribunal (SAT) who concurred with the view taken by the SEBI, and while
affirming the order passed by the SEBI, directed Saharas to refund the amount
collected from the investors within a period of six weeks.
3. Appeals No. 9813 and 9833 of 2011
were then preferred by Saharas against the above orders in which this Court by
an order dated 28th November, 2011 extended the period for making
the refund upto 9th January, 2012 but finally disposed of the
appeals by an order dated 31st August, 2012. This Court while doing
so modified the order passed by the SEBI and the SAT and directed Saharas to
deposit with the SEBI the amount collected by them through their RHPs together
with interest @ 15% p.a. within a period of three months. The amount when
deposited was directed to be invested in a nationalised bank to earn interest.
Saharas were also directed to furnish details with supporting documents to
establish whether they had refunded any amount to the investors who had
subscribed through the RHPs in question. SEBI was then to examine the
correctness of the details so furnished. Failure to prove the refund of the
amount by Saharas had to give rise to an inference that Saharas had not
refunded the amount to the real and genuine subscribers as directed by the
SEBI.
4. It is common ground that
directions issued by this Court by its order dated 31st August, 2012
were not complied with. Instead Appeal No. 221 of 2012 was preferred by Saharas
before the SAT which was dismissed by the Tribunal as premature. This dismissal
was assailed by the Saharas in C.A. No. 8643 of 2012 that came to be disposed
of by a three-Judge Bench of this Court by an order dated 5th
December, 2012 with the following among other directions:
“(I) The appellants shall
immediately hand over the Demand Drafts, which they have produced in Court, to
SEBI, for a total sum of 5120/- Crores and deposit the balance in terms of the
order of 31st August, 2012, namely, 17,400/- Crores and the entire
amount, including the amount mentioned above, together with interest at the
rate of 15 per cent, per annum, with SEBI, in two installments. The first
installment of 10,000/- Crores, shall be deposited with SEBI within the first
week of January, 2013. The remaining balance, along with the interest, as
calculated, shall be deposited within the first week of February, 2013. The
time for filing documents in support of the refunds made to any person, as
claimed by the appellants, is extended by a period of 15 days. On receipt of
the said documents, SEBI shall implement the directions contained in the order
passed on 31st August, 2012. In default of deposit of the said
documents within the stipulated period, or in the event of default of deposit
of either of the two installments, the directions contained in paragraph 10 of
the aforesaid order dated 31st August, 2012, shall immediately come
into effect and SEBI will be entitled to take all legal remedies, including
attachment and sale of properties, freezing of bank accounts etc. for realisation
of the balance dues.”
5. Pursuant to the above, Saharas
deposited Rs. 5120/- crores with the SEBI but failed to pay the remaining
amount. The balance amount payable is in the vicinity of Rs. 12280/- crores,
exclusive of interest payable on the same. SEBI then filed Contempt Petitions
No. 412 and 413 of 2013 and, Contempt Petition No. 260 of 2013 against the
contemnors for non-compliance of the directions of this Court. Various orders
have been passed in these contempt petitions from time to time, and those which
are germane for our purpose, shall be adverted to hereinafter at the
appropriate stage. The applications (IAs) which we are dealing with in this
order, are filed in these contempt petitions and arise out of the earlier
orders passed.
6. It is pertinent to point out at
this stage that in the course of the proceedings in the above contempt
petitions some proposals appear to have been explored by the parties for
compliance with the directions of this Court but all such proposal were found
to be unsatisfactory eventually leading to the issue of non-bailable warrants
against Mr. Subrata Roy Sahara for his production before this Court. Three
other Directors of Saharas were also ordered to remain present before this
Court.
7. On 4th March, 2014
when the contemnors appeared before this Court one of them in custody, this
Court recorded a finding that the directions issued by the Court by its order
dated 31st August, 2012 and 5th December, 2012 and those
issued on 25th February, 2013 in CA No. 8643 of 2012 and IA No. 67
of 2013 had not been complied with, despite sufficient opportunities to the
contemnors to do so. It was also held that contemnors had adopted dilatory
tactics to delay the proceedings before the SEBI, the High Court and even
before this Court. It was further found that no acceptable proposal was
presented to comply with the directions of this Court which left no option for
this Court except to commit three out of the four contemnors to judicial
custody. The contemnors are, ever since the said order, in judicial custody in
Delhi's Tihar Jail.
8. It is clear from the above
narration that as per the orders passed, a huge amount of nearly Rs. 33,000/-
crores is yet to be deposited. It is also apparent that deadlines for
depositing this amount are long over. No doubt various proposals have been
given by Saharas for making payments but none has fructified. From the tenor of
orders passed earlier, it can easily be gauged that these proposals did not
inspire confidence. In this backdrop when the matter again came on 26th
March, 2014, and the contemnors insisted on granting bail to them, this Court
passed a conditional Order granting interim bail to the contemnors; the
condition being that they deposit Rs. 10,000/- crores. Out of this a sum of Rs.
5,000/- crores had to be deposited in cash before this Court while the balance
amount of Rs. 5000/- crores had to be secured by a bank guarantee of a
nationalised bank, furnished in favour of the SEBI. Upon compliance with those
conditions the contemnors were directed to be released from the custody and the
amount deposited by them to be transferred to the SEBI. Since we are directly
concerned with this order, we may, as well, extract the same:
“We have gone through the fresh proposal
filed on 25.3.2014. Through the same is not in compliance with our Order dated
31.8.2012 or the Order passed by the three-Judge Bench of this Court on
5.12.2012 in Civil Appeal No. 8643 of 2012 and on 25.2.2013 in I.A. No. 67 of
2013 in Civil Appeal No. 9813 of 2011 with I.A. No. 5 of 2013 in Civil Appeal
No. 9833 of 2011, we are inclined to grant interim bail to the contemnors who
are detained by virtue of our order dated 4.3.2014, on the condition taht they
would pay the amount of Rs. 10,000 crores - out of which Rs. 5,000 crores to be
deposited before this Court and for the balance a Bank Guarantee of a
nationalised bank be furnished in favour of S.E.B.I. and be deposited before
this Court.
On compliance, the contemnors be
released forthwith and the amount deposited be released to S.E.B.I.
We make it clear that this order is
passed in order to facilitate the contemnors to further raise the balance
amount so as to comply with the Court's Orders mentioned above.”
9. Instead of complying with the
above directions Mr. Subrata Roy Sahara filed Writ Petition (Crl.) No. 57 of
2014 challenging the validity of the order of this Court dated 4th
March, 2014 on the ground that the same was void and nonest in the eyes
of law. A declaration to the effect that continued incarceration of the
petitioner Mr. Subrata Roy Sahara in custody was illegal and a writ of habeas
corpus and directions for release of the petitioner from custody were also
prayed for. The said writ petition was heard by a Bench comprising Hon'ble K.S.
Radhakrishnan and J.S. Khehar, J.J. and came to be dismissed vide detailed
judgment dated 6th May, 2014.
10. Having traversed in brief, the
otherwise long journey of this case, we revert back to the IAs which are the
subject matter of the instant order. In the present I.As. No. 101-103 of 2014
filed in Contempt Petitions (C) No. 412 and 413 of 2012 and Contempt Petitions
(C) No. 260 of 2013, the contemnors have made the following prayers:
“(a) Lift the restrictions imposed
by this Hon'ble Court vide its order dated 21.11.2013 and SEBI's order dated
13.2.2013, in respect of operation of the Bank Accounts/deposits/demat
accounts/sale of securities mentioned at Annexure-A;
(b) Lift the restrictions imposed by
this Hon'ble Court vide its order dated 21.11.2013 and SEBI's order dated
13.02.2013 in respect of the movable and immovable properties mentioned in Annexure
B, on condition that net proceeds (after costs and taxes) thereof be
utilized exclusively for payment ordered by this Hon'ble Court.
(c) pass such further or other order
as this Hon'ble Court may deem fit and proper in the facts and circumstances of
the present case.”
11. Justice K.S. Radhakrishnan
having demitted office and, Justice J.S. Khehar having recused himself from the
further hearing of the case, the applications were listed before us for urgent
hearing on 19th May, 2014 when the same were heard in part and
directed to come up for continuation on 29th May, 2014.
12. Appearing for the contemnors,
Dr. Rajiv Dhawan made a three-fold submission before us. Firstly, he contended
that the order passed by this Court on 26th March, 2014 granting
interim bail subject to the conditions stipulated in the said order deserved to
be modified as the conditions stipulated therein were not only onerous but
incapable of being complied with in the facts and circumstances of the case.
Alternatively, he contended that compliance with the conditions stipulated by
this Court would require sale of several items of immovable properties held by
Sahara Group of companies which sales can be finalised only if the contemnors
were enlarged from custody with a view to enable them to negotiate the sale
transactions. He submitted that keeping in view the extent and nature of the
properties which shall have to be sold as also the amounts that have been
ordered to be deposited compliance with the conditions stipulated by this Court
is extremely difficult, if not impossible, unless the contemnors are enlarged
from jail and allowed to take steps necessary for compliance. It was further
contended by Dr. Dhawan that the restraint orders against the sale of the
moveable and immoveable properties held by the ‘Saharas’ made it impossible for
them to arrange compliance unless the embargo placed upon such sale and
transfer by this Court's Order dated 21st November, 2013 and that
passed by SEBI on 13th February, 2013 are lifted. He argued that
even if the contemnors were not enlarged on bail till such time the directions
issued by this Court on 26th March, 2014 were not complied with, the
restraint orders would prevent the contemnors from raising necessary funds to
comply with the directions issued by this Court. He urged that the total amount
currently lying in several bank accounts and/or invested with banks and
companies in the form of FDs, Bonds and securities etc. came to Rs. 2500/-
crores approximately. The broad details of the amounts so available have been
given by Saharas in the note submitted by Dr. Dhawan as under:
Details of approx. Rs. 2500 Crores
along with interest accrued thereon to be paid by Saharas within 5 working days
of lifting the embargo (Pg 39 - 54)
|
a)
|
Fixed Deposits
|
1688.74 crores
|
|
b)
|
Savings Account
|
464.44 crores
|
|
c)
|
Current Account
|
18.45 crores
|
|
a)
|
Securities & Bonds
|
142.86 crores
|
|
b)
|
Government Bonds
|
72.33 crores
|
|
c)
|
Bank/PSU Bond
|
34.85 crores
|
|
|
|
2421.67 crores
|
Total approx. Rs. 2500 crores along
with interest accrued thereon
13. Encashment of the FDs, sale and
transfer of the bonds and securities would, argued Dr. Dhawan, help the
contemnors to partly comply with the directions regarding deposit of Rs. 5000/-
crores by moping Rs. 2500/- crores. A further sum of Rs. 2500/- crores
approximately would have to be raised for deposit which will be possible only
by sale of the immovable properties situated in nine different cities details
whereof were filed by Dr. Dhawan in the form of a statement with the estimated
value of such properties which is as under:
|
Sr. No.
|
Properties
|
Valuation as per the Valuation
Report (Rs. In crores)
|
Page Nos. Of Volume I
|
|
1.
|
Pune
|
575
|
60 - 76 @ 73
|
|
2.
|
Ahmedabad
|
470
|
81 -98 @ 94
|
|
3.
|
Amritsar
|
153.75
|
99 - 127 @ 111
|
|
4.
|
Chauma
|
1430
|
128 -148 @ 140
|
|
5.
|
Vasai
|
1169.72
|
143 - 160 @ 149
|
|
6.
|
Ajmer
|
160
|
161 -175 @ 167
|
|
7.
|
Bhavnagar
|
103
|
176 - 191 @ 188
|
|
8.
|
Jodhpur
|
112
|
192 -208 @ 204
|
|
9.
|
Bhopal
|
125
|
209 - 224 222
|
|
|
TOTAL
|
4298.47
|
|
14. It was submitted that sale of
the above items of property may also not fully satisfy the conditions
stipulated by this Court for grant of interim bail thereby leave no option for
Saharas except to sell three other items of hotel properties situated outside
the country. One of these hotels by the name Grosvenor House is situated in
London while the remaining two hotels are in New York (U.S.A.). It was urged
that the said three items of property also need to be sold to raise the margin
money which the banks concerned insist upon to enable them to issue a bank
guarantee. It was submitted that while the contemnors propose to mortgage Aamby
Valley properties, details whereof are given in the Annexure B to I.As. No.
101-103, the contemnors would require funds to service any financial
arrangement made with the bank/banks. It was also contended that according to
the estimate of the contemnors, the properties situated in London and New York
would fetch an amount of Rs. 5,000/- crores to the contemnors which may be
utilised in full or in part towards the margin money necessary for obtaining
the bank guarantee(s). The estimated value of these three properties is
indicated by the contemnors as under:
|
Shares of entities owning the
following offshore properties
|
Value as per the Valuation report
|
Expected Sales Value
|
Immediate Advances expected
|
Page No.
|
|
Grosvenor House, London
|
GBP 516,000,000
Rs. 50,929,200,000
|
GBP 645,000,000
Rs. 63,661,500,000
|
USD 50,000,000
Rs. 2,900,000,000
|
667-Vol III
|
|
Plaza Hotel, New York
|
USD 592,000,000
Rs. 34,336,000,000
|
USD 635,000,000
Rs. 36,830,000,000
|
USD 50,000,000
Rs. 2,900,000,000
|
415-Vol III
|
|
Dreams Downtown Hotel, New York
|
USD 252,000,000
Rs. 14,616,000,000
|
USD 252,000,000
Rs. 14,616,000,000
|
USD 50,000,000
Rs. 2,900,000,000
|
231-Vol III
|
|
Total
|
|
Rs. 115,107,500,000
|
USD 150,000,000
Rs. 8,700,000,000
|
|
|
Net Realistic Equity Value to
Sahara in India
|
|
Rs. 50,366,156,000
|
|
|
15. On behalf of the respondent-SEBI
it was argued by Mr. Venugopal that he has no objection to the encashment of
the FD receipts and other securities and bonds etc. provided the maturity value
and sale consideration of such FDRs, securities and bonds is directed to be
deposited in the designated bank account of SEBI viz. SEBI Sahara Refund
Account bearing No. 012210110003740 with the Bank of India, Bandra Kurla
Complex Branch, Mumbai. As regards sale or mortgage of properties situated in
nine different cities mentioned above, Mr. Venugopal submitted that appropriate
safeguards need be provided for such sale and transfer. Mr. Venugopal suggested
the following safeguards in this regard:
(i) Details of valuation, buyer(s)
and terms of sales together with letter (s) of intent be submitted in advance
to this Hon'ble Court;
(ii) Buyer(s) ought not to be
related party/parties qua the Sahara Group entities/Director etc. and an
affidavit of undertaking to that effect be filed in this Hon'ble Court.
(iii) The sale proceeds be deposited
by the buyer directly to the designated Bank Account of SEBI viz. “SEBI-Sahara
Refund Account” bearing No. 012210110003740 with Bank of India, Bandra-Kurla
Complex Branch, Mumbai; and
(iv) Actual release of title deeds
by SEBI to the buyer be made only upon receipt of sale proceeds in the
aforementioned Bank Account.
16. A direction to the effect that
the sale of the properties shall not be for a price lesser than the circle
rates prescribed for the area where the properties are situated was also
suggested as an additional safeguard, by the learned counsel. It was also
submitted by Mr. Venugopal that so long as the valuation of the assets situated
outside the country is fair and reasonable, the SEBI had no objection to the
sale thereof to enable the contemnors to raise funds necessary for compliance
with the directions of this Court.
17. We have given our careful
consideration to the submissions made at the bar. It is apparent, from the
submissions made at the bar, that these IAs have two limbs: In the first
instance, the contemnors want relaxation in the restraint orders over the Bank
deposits and immovable properties to comply with the directions of this Court
regarding deposit of the amounts. That part of the prayer does not pose any
difficulty, as the same is in aid of compliance with the directions of this
Court. Second set of prayers is for grant of bail or relaxation of jail
conditions in the interregnum. Here, we have our reservations. We are not
inclined to modify order dated 26th March, 2014 granting interim
bail to the contemnors upon conditions stipulated in the said order. We say so
because the background in which the contemnors came to be committed to the jail
and the finding recorded by the Court that they have at all earlier stages
tried to adopt dilatory tactics and avoided to comply with the orders passed by
the Court does not in our view call for any modification of the terms on which
the contemnors can be released. Dr. Dhawan pleaded, in the alternative, that
the least which could be done was to shift the contemnors from Tihar Jail to a
guest house for incarceration to enable them to take decisions that are
necessary for compliance with the directions issued by this Court. This request
was opposed by Mr. Venugopal, according to whom similar requests made
repeatedly over several hearings in the past have been declined by this Court,
although no specific order refusing the same was recorded. In support of that
submission, our attention was drawn to the averments made by the applicant in
I.As No. 2 to 4 filed by them on 20th May, 2014 which averments
clearly show that similar prayers were indeed made in the past also.
18. Apart from the fact that the
prayer now made is a repetition of similar prayers made in the past which have
not cut any ice with the bench hearing the matter, we see no reason to make a
departure from the usual course in the present case. The Bench has passed a
conditional bail order after due and proper consideration having regard to the
attendant circumstances including conduct of the contemnors. The order can be
modified only under very compelling circumstances. The only reason given by the
applicants is that interim release or transfer of the contemnors to a guest
house would enable them to dispose of the properties speedily and enable them
to arrange for the requisite Bank Guarantees. We don't think so. It is
noteworthy that the total amount to be deposited is between Rs. 33000/- to Rs.
35000/- crores. To show their bonafides, the contemnors have been directed to
deposit less than 1/3rd of that amount as a condition for bail.
After all, even when this part of the order is complied with and the contemnors
are set free, they will have to arrange the deposit of the balance amount,
which again is very substantial. That apart, it is not the case of the
contemnors that they or anyone of them suffers from any medical condition that
calls for hospitalisation or an atmosphere conducive for recovery from any disease.
This Court has already issued directions permitting visitation to those who
need to visit the contemnors in jail. That arrangement has not been found to be
inadequate as at present so to call for any change.
19. The prayer for modification of
the order, accordingly, fails.
20. We, however, find considerable
merit in the submission made by Dr. Dhawan that the restraint order issued by
the SEBI and by this Court forbidding transfer and alienation of moveable and
immoveable assets by the Sahara Group of companies has the effect of preventing
the contemnors from complying with the directions of this Court which require
them to deposit Rs. 5,000/- crores in cash besides a bank guarantee for a
similar amount of Rs. 5,000/- crores. While it is true that the contemnors
stand committed to prison for their non-compliance with the directions of this
Court, nothing should prevent them from taking steps to comply with the said
directions or the conditions subject to which they have been granted interim
bail. Restraint against transfer of the assets by the contemnors and the
companies promoted by them precisely has the effect of doing so. The question,
however, is as to what extent should the orders of restraint be modified. That
aspect assumes importance because of the fact that Saharas need to eventually
deposit a substantial amount which according to the current estimate may be in
the neighbourhood of Rs. 30,000 to Rs. 35,000 crores inclusive of interest
accrued on the principal amount. Sale of valuable properties at a price lesser
than the market value of such assets is bound to prejudicially affect the
interest of the depositors and defeat the orders passed by this Court in its
letter and spirit. That is particularly so because according to Mr. Venugopal,
SEBI is unable to value the properties or process the sale and transfer
thereof. It was in that background that we had indicated to Dr. Dhawan learned
counsel for the appellants that the restraint orders cannot be lifted in toto
and that Saharas should come forward with a proposal for sale of such
properties as were sufficient to comply with the interim bail direction of this
Court regarding deposit of Rs. 5,000/- crores in cash and a bank guarantee of
Rs. 5.000/- in addition. Dr. Dhawan has pursuant to that observation confined
his prayer for permission to sell/transfer only nine items of properties
situated in nine different cities in the country and disclosed the estimated
value of such property in the statement which we have extracted above. Dr.
Dhawan on instructions made a statement that although the note filed by him
mentions the names of nine different cities without giving details of the
properties situated in those cities but the fact remains that the properties
referred to in the note are only nine in number and no more.
21. Keeping in view the total number
of properties held by Sahara Group of companies, transfer of sale and/or
mortgage of the nine items of properties situated in nine cities mentioned in
the note and extracted above should, in our opinion, suffice to enable the
contemnors to comply with the 26th March, 2014 directions of this
Court. In order, however, to ensure that the sale value is fair and reasonable,
we need to make it clear that no item of property shall be sold at a price lesser
than the circle value of the properties fixed for the area where such property
is located.
22. As regards properties situated
in London and New York we have by an interlocutory Order passed on 29th
May, 2014 directed the contemnors to furnish certain additional information
necessary for permitting the sale of the said assets. The information demanded
includes permission/approval from the Bank of China with whom the said
properties are mortgaged and shares held by Saharas for repayment of the loans
borrowed from the said bank hypothecated/pledged. We have also directed Saharas
to get the amount outstanding towards the loan transactions qua the said
properties confirmed from the Bank of China so as to give us a clear picture of
the extent of liability that remains to be discharged against the said assets.
The fact that the valuation reports regarding the three assets were prepared at
the instance of the Bank of China shall also have to be verified and confirmed
by the Bank of China, especially because no sale of the assets in question can
be permitted at a price lesser than the price at which the said assets have
been valued by the valuers who are said to be valuers of repute. Directions
regarding sale of the assets outside the country can, therefore, await the
furnishing of information and verification of the facts.
23. In the result we dispose of
these I.As with the following directions:
(i) The prayer for modification of
the terms stipulated in our order dated 26th March, 2014 granting
interim bail to the contemnors is declined and the I.As to that extent
dismissed.
(ii) Prayer for shifting the
contemnors to a guest house for continued custody and detention till they
comply with the directions of this Court for their release on interim bail is
also declined and the I.As dismissed to that extent.
(iii) Orders dated 21st
November, 2013 passed by this Court and that dated 13th February,
2013 passed by SEBI restraining sale and transfer of moveable and immoveable
properties held by Sahara are modified to the following extent:
(a) FDs, bonds and securities
held by Sahara Group of companies may be encashed by the holders thereof
subject to the condition that the maturity value/sale consideration of such
FDs, bonds and securities shall be deposited in the designated bank account of
SEBI referred to in the earlier part of this order and details of such maturity
values and sale consideration furnished to this Court on affidavit to be filed
within four weeks from the date the FDs, bonds and securities are encashed,
sold and/or transferred.
(b) Immovable properties owned by
Sahara Group of companies situated in 9 different cities mentioned in the note
filed by Dr. Dhawan and extracted in the body of this order with an estimated
value of Rs. 2500/- crores are permitted to be sold by the companies/other
entities persons in whose names such properties are held subject to the
condition that such sales are not for a price lower than the estimated value
indicated in the statement filed before this Court or the circle rates fixed
for the area in which such properties are situated. The seller shall furnish to
this Court the details of the valuation of the properties sold and the terms of
sales together with a declaration that the purchasers is not a related party
qua Saharas. Needless to say that upon deposit of the sale consideration the
title deeds of the property shall be released by SEBI in favour of the
purchaser(s).
(c) The sale consideration of the
properties less transaction cost and statutory dues on the same shall be
deposited with the SEBI to the extent the same is necessary to make a total
deposit of Rs. 5,000/- crores inclusive of the maturity value and sale proceeds
of the FDs, bonds and securities etc. permitted to be encashed and sold in
terms of direction (iii)(a) above. The balance/excess amount of the sale
consideration shall be deposited by Saharas in a separate account to be opened
in a nationalised bank which deposit shall remain subject to further orders of
this Court.
(d) Saharas are also permitted to
charge its immovable properties situated in Aamby Valley (Pune), the details
whereof are given in Annexure B to IAs No. 101-103, for purposes of furnishing
a bank guarantee for an amount of Rs. 5,000/- crores and/or for deposit of Rs.
5,000/- crores if there is any shortfall despite encashment and sales permitted
in terms of (iii)(a) and (iii)(b) above.
(e) In modification of the orders
dated 26th March, 2014, we direct that the Bank guarantees to the
tune of Rs. 5000/- crores shall be furnished from a nationalised bank or a
scheduled bank only. Co-operative Bank Guarantees shall not suffice.
(iv) In so far as sale of the three
properties situated outside the country are concerned, the question is left
open to be determined after the requisite documents/information is made
available by Sahara in terms of our order dated 29th May, 2014.
(v) Keeping in view the importance
of the issues that fall for determination in these proceedings and the
ramifications that the directions issued by this Court may have as also the
fact that one very important order which is sought to be enforced in these
proceedings was passed by a three-Judge Bench, we refer these proceedings to a
three-Judge Bench to be constituted by the Hon'ble Chief Justice of India.
(vi) We are further of the view that
having regard to the nature of these proceedings and the stakes that are
involved, we need to appoint an amicus curiae. We accordingly, request Mr. F.S.
Nariman, Senior Advocate to assist the Court as an amicus curiae. Shri Nariman
shall be free to associate two juniors of his choice to brief him in the
matter.
(vii) We direct that the Amicus
curiae shall be paid his fee @ Rs. 1,10,000/- per hearing while the juniors
assisting him shall be paid Rs. 10,000/- per person for every hearing. The
amount so due shall be paid by SEBI by debit to account Saharas.
