sebi:WTM/AN/CFID/CFID_4/31705/2025-26

SEBI · SEBI · 2023-04-13 · Ananth Narayan G., Whole Time Member

This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.

Facts / Headnote

Penalties imposed: INR 30 lakh on Allam Raghunath and INR 5 lakh on Subrato Saha for violations of LODR Regulations and Listing Agreement as audit committee members, and false independence declaration by Allam Raghunath.

Provisions invoked

• s. 11B
• s. 11
• s. 15A
• s. 15J
• s. 15H
• s. 15F
• s. 149
• s. 161(1)
• s. 149(12)
• s. 149(10)

Regulations

• Reg. 18(3)
• Reg. 16(1)(b)
• Reg. 16(1)(c)

Parties

• Allam Raghunath
• Subrato Saha

Holding

Both Allam Raghunath and Subrato Saha were held liable for failing to discharge their duties as audit committee members of Brightcom Group Ltd., resulting in publication of misstated financial statements in violation of clause 49 III D of the Listing Agreement and Regulation 18(3) read with Part C of Schedule II of LODR Regulations. Allam Raghunath was additionally held liable for submitting false declarations of independence in contravention of Regulation 16(1)(b) of LODR Regulations.

Full text

Final order in the matter of Brightcom Group Ltd. in respect of Allam Raghunath and Subrato Saha Page 2 of 23 3. After completion of investigation, SEBI passed an Interim Order cum Show Cause Notice dated April 13, 2023 (“Interim Order”), against the Company, its Directors and Chief Financial Officer (CFO) observing their acts to be in violation of securities law. Thereafter, a Final Order dated February 06, 2025 (“Final Order”) was passed wherein it was inter alia held that BGL’s non-compliance with accounting standards resulted in misrepresentation of its financial statements for FYs 2014-15 to 2019-20.

Final order in the matter of Brightcom Group Ltd. in respect of Allam Raghunath and Subrato Saha Page 3 of 23 6. Violation of LODR Regulations: On account of the contraventions by BGL mentioned above, it was alleged that the Noticees failed to ensure that BGL’s published financial statements were in accordance with applicable accounting standards and presented a true and fair view of the company’s affairs. Consequently, the Noticees failed to discharge their duties as audit committee members, thereby violating clause 49 III D of the erstwhile listing agreement and regulation 18(3) read with Part C of Schedule II of the LODR Regulations.

Final order in the matter of Brightcom Group Ltd. in respect of Allam Raghunath and Subrato Saha Page 4 of 23 8.2.3. Therefore, Noticee’s earlier appointment between 2012–2015 was not a “term” as per Section 149(10) and hence the 2016–2021 appointment should be treated as his first term under the 2013 Act. Noticee’s appointment was approved by shareholders via special resolution, and thus, all requirements under Schedule IV were fully satisfied. 8.3. Noticee submits that his daughter was never employed by the Company or any of its group entities. In any case, the internship does not constitute employment. Her limited associations were: 8.3.1. Internships with Ybrant Digital Ltd. (April 2013–May 2013) and Lycos (Sep 2014– May 2016) – both clearly academic, non-remunerative, and temporary engagements. 8.3.2. Project-based freelance contract with LIL Projects Pvt. Ltd. (2018–2019), a private subsidiary, not in the nature of full-time employment. 8.4. Her engagement with LIL Projects was on a freelance/project basis and ceased before the period of Noticee’s appointment — and thus does not invoke disqualification under Regulation 16(1)(c). No pecuniary relationship existed between Noticee or his daughter and the Company or its group entities that could compromise his independence. 8.5. As per Section 149(12), an independent director is liable only for acts of omission or commission with his knowledge, consent, or where he had not acted diligently. In this case, no such evidence ex

Source: SecMarx — sebi:WTM/AN/CFID/CFID_4/31705/2025-26. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.