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Central Information Commission

Sundaresan vs Securities And Exchange Board Of India ... on 8 April, 2026

                          केन्द्रीय सूचना आयोग
                   Central Information Commission
                        बाबा गंगनाथ मागग, मुननरका
                    Baba Gangnath Marg, Munirka
                    नई निल्ली, New Delhi - 110067

निकायत संख्या/Complaint No. CIC/SEBIH/C/2023/650998,
                                CIC/SEBIH/C/2023/650994 &
                                CIC/SEBIH/C/2023/650993


Sundaresan                                  ....निकायतकताग/Complainant


                                VERSUS
                                 बनाम


CPIO: i) SEBI                                    ...प्रनतवािीगण/Respondents
       ii) IBBI



Date of Hearing                         :    07.04.2026

Date of Decision                        :    07.04.2026
Information Commissioner                :   Shri Surendra Singh Meena
Relevant Facts emerging from Complaint:

RTI application                         :    22.09.2023

PIO replied on                          :    25.09.2023

First Appeal filed on                   :    Not on Record

First Appeal Order on                   :    Not on Record

Complaint received on                   :    08.10.2023

CIC/SEBIH/C/2023/650998/6500994 & 6500993                       Page 1 of 11
 It is noted that since the contents of three RTI applications in file no.
CIC/SEBIH/C/2023/650998,               CIC/SEBIH/C/2023/650994           &
CIC/SEBIH/C/2023/650993 are same, all the three complaints for the RTI
applications are clubbed together.


Information sought

and background of the case:-

The Complainant filed an RTI application dated 22.09.2023 seeking information on the following points:

"Sec 196(1)(aa) of IBC states the duties of IBBI include promote the development of, and regulate, the working and practices of, insolvency professionals, insolvency professional agencies and information utilities and other institutions, in furtherance of the purposes of this Code.. Kindly furnish ATR with respect to promoting the development and working of other institutions institution wise in such a manner that entities under insolvencies maximise their recoveries of assets and also clawable transactions and increase the horrible percentage of recoveries from such clawable transactions and minimize losses under insolvencies.

2) The above information may be furnished date wise and institution wise eg separately for SEBI, separately for NFRA, separately for ICAI, separately for ICSI, etc etc etc

3) In addition to the above have any of the following matters been referred to ICAI or NFRA or Ministry Corporate Affairs or SFIO or ED or CBI or others by IBBI or referred to IBBI by them and list of dates of significant events and milestones;

3.1) Placing adverse audit reports at AGM and approving the same with or without creating adverse clawable interests insolvencies and losses in insolvencies 3.2) Placing disclaimed audit reports at AGM and approving the same with or without creating adverse clawable interests and insolvencies and losses in insolvencies 3.3) Misstating adverse reports as disclaimer reports placing them at AGM with or without creating adverse clawable interests insolvencies and losses in insolvencies CIC/SEBIH/C/2023/650998/6500994 & 6500993 Page 2 of 11 3.4) Misstating adverse / disclaimed audit reports as qualified / simpliciter qualified audit reports placing them at AGM with or without creating adverse clawable interests and insolvencies and losses in insolvencies 3.5) Misstating adverse / disclaimed / qualified / simpliciter qualified audit reports as audit reports merely modified by emphasis of matter para with or without creating adverse clawable interests insolvencies and losses in insolvencies 3.6) Adverse / disclaimed / qualified / simpliciter qualified reports misstated as unqualified reports without emphasis of matter para with or without creating adverse clawable interests and insolvencies and losses in insolvencies 3.7) Audit reports and CAG reports and secretarial audit reports and corporate governance reports and corporate governance audit reports suppressing adverse matters and suppressing fraud and unlawful acts and suppressing maintenance of false books of accounts with or without creating adverse clawable interests and insolvencies and losses in insolvencies.

3.8) Audit reports and CAG reports wilfully suppressing inconsistencies between audit and secretarial audit reports and CAG reports and Board Reports with or without creating adverse clawable interests and insolvencies and losses in insolvencies 3.9) Board Reports not offering explanations on remarks of auditors with or without creating adverse clawable interests and insolvencies and losses in insolvencies 3.10) Board Reports not offering explanations on remarks of auditors and in addition stating that audit reports and secretarial audit reports contain no qualification with or without creating adverse clawable interests and insolvencies and losses in insolvencies and suppression of these in audit reports, secretarial audit reports and other reports 3.11) Accounting standard fraud, audit standard fraud, directors responsibility statement fraud, audit report fraud, CAG reports fraud, secretarial audit report fraud, Board Report fraud with or without creating adverse clawable interests and insolvencies and losses in insolvencies 3.12) Board of Directors unable to install a system for identifying threats to the existance of the organisation with or without failure CIC/SEBIH/C/2023/650998/6500994 & 6500993 Page 3 of 11 and / or refusal to install internal audit and / or internal control systems with or without creating adverse clawable interests and insolvencies and losses in insolvencies and suppression of this fact in audit report, CAG report 3.13) Auditors, secretarial auditors, CAG, Directors suppressing the fact that accounts cannot offer a true and fair view and are unreliable on account of unreliable opening balances as the audit reports were adverse and / or disclaimers 3.14) Board of Directors, audit committee not going in for restatement and recasting of accounts and auditors and CAG not reporting this deficiency with or without creating adverse clawable interests and insolvencies and losses in insolvencies 3.15) Inconsistencies between auditors reports and various schedules to the audit reports, board reports, secretarial audit reports, CAG reports, accounting policies and accounts with or without creating adverse clawable interests and insolvencies and losses in insolvencies 3.16) accomodations, lendings etc made without any repayment tenure and schedule and repayable at option of borrower or when demanded by lender ( whether parties are related or not) not reported as adverse by auditors of lenders / accommodators whether or not creating adverse clawable interests and insolvencies and losses in insolvencies and suppression of this fact in audit report, CAG report 3.17) where the beneficiaries of clawable and similar contracts reportable under CARO or otherwise are personal guarantors or their related parties with or without creating adverse clawable interests and insolvencies and losses in insolvencies

4) Common types of AGM fraud creating adverse interests unclawable include the following -- have any of the following matters been referred to ICAI or NFRA or Ministry Corporate Affairs or SFIO or ED or CBI or others by IBBI;

4.1) #commonfraud1 disclaimer adverse audit report: This is the fraud of circulating disclaimer and adverse audit reports, CAG reports, secretarial audit reports at AGMs and approving the same and creating adverse interests claw bale or not under IBC or SICA 1985 CIC/SEBIH/C/2023/650998/6500994 & 6500993 Page 4 of 11 4.2) #common fraud1A AGMfraud para; This is the fraud of circulating fraud vitiated accounts, audit report and other documents to shareholders and getting those approved at AGMS 4.3) #commonFraud1B_Sec134 3 f: This is the fraud of Directors not explaining remarks of auditors and flouting Sec 134(3) (f) Companies Act 2013 4.4) #commonFraud1C_Sec134_3_f_This is the fraud of auditors, secretarial auditors, CAG not reporting violation of Sec 134(3)(f) and consequent fraud 4.5) #common fraud 1D aadmin Res Prof fraud; This is the fraud of administrators and resolution professionals 4.6) #common Fraud 2 audit standard: This is the auditor standard fraud perpetrated by auditors 4.7) #common fraud 3 false 1 BoardReport 92; This is the fraud of false statements in board report 4.8) #common fraud 4 adverse etc para117 5 This is the fraud of auditors and secretarial auditors and CAG not reporting as adverse violations of Sec 185, 186, 188,189 Companies Act 2013 4.9)#Common fraud 5 lenders 143 1; This is the fraud of lenders and their auditors 4.10)#Common fraud 6 143 3 f 127: This is the fraud of auditors secretarial auditors not reporting adverse matters 4.11) #Common Fraud7 emphasis of matterfraud This is the fraud of auditors reporting under emphasis of matter matters he should qualify or matters which warrant a disclaimed or adverse audit report

5) Have any of the matters stated at paras 4 and 5 been referred to IBBI by insolvency professionals or administrators.

6) ATR by IBBI on the above (paras 4 and 5) - along with a chronological list of significant events and milestones may be furnished including indicating to whom IBBI referred matters, feedbacks from those to whom IBBI referred and ATRs by them and subsequent ATRs by IBBI along with a chronological list of significant events and milestones.

7) Suo motto disclosures;

7.1) Powers and duties of employees etc we do not need service rules here - pls furnish the information CIC/SEBIH/C/2023/650998/6500994 & 6500993 Page 5 of 11 7.2) Procedures in decision making etc; pls synchronise all of"

powers and functions assigned under the Code or rules or regulations made under the Code " and also The Insolvency and Bankruptcy Board of India (Delegation of Powers and Functions) Order, 2017, resolutions of governing Body etc etc and consolidate the same and pls do not expect the information seeker to do so 7.3) Norms of Board; only a code of conduct for members of governing body is attached - nothing else - no other norms ???? that too after 7 years of existance 7.4) Documents under its control should IBBI not have several other documents eg annual reports of companies under insolvencies, offer documents of such companies, circulars guidelines issued by NFRA, SEBI, ICAI, ICSI, Ministry Corporate Affairs, orders and reviews of NFRA ????

7.5) the expression "monthly remuneration" is not understood by IBBI 7.6)

8) Complete minutes, agenda papers etc in respect of Meetings of Governing Board of IBBI on placement of annual reports of IBBI for 2017-18, 2018-19, 2019-20 2020-21, 2021-22, including indicating, names of those who attended, who voted for, who voted against, who proposed, who seconded etc etc, who abstained, who insisted his dissent be recorded and if the same was recorded --- names and names of nominators of members of the Governing Board may be mentioned separately if not mentioned in the minutes. In particular with respect to mandated contents of annual reports requiring interactions and / or coordination with RBI and others, the views of the nominees of the said organisations on the agenda papers if recorded in the minutes may also be forwarded. Any interest disclosed if any on the matter of annual report is also the information sought.

9) The annual reports of IBBI are first forwarded to Ministry Corporate Affairs who places the same before Parliament.

10) What happens to the report when they are forwarded to the Ministry - does Ministry act as a department of Department / Ministry of Post and just forwards the same to the Parliament without examining the same.

11) What are the processes through which the annual reports go through from the time it enters the Department till its exit to Parliament.

12) Who is responsible to see that the annual reports meet the requirements of law. Name, designation etc - pls indicate for each of the annual reports for the years mentioned at para 8

13) IBBI Annual report rules: The following information suppressed in annual reports of IBBI may be furnished;

13.1) Years under review ("(B)")- kindly as on date inform whether IBBI has found out the reasons for delay in insolvency resolution and difficulties in clawing clawable transactions, difficulties in identifying them, losses in insolvencies and why units become insolvent and if the nexus between these and inabilities and refusal of Directors, audit committee, auditors, secretarial auditors, CAG etc to identify threats to existence and install reliable systems of internal control and reliable financial and other statements and refusal of audit committee, auditors, secretarial auditors to report such inabilities and refusal 13.2) have those finding been shared with SEBI, ICAI, NFRA, ICSI, Ministry Corporate Affairs, CAG etc and steps taken by them and ATRs by them to IBBI and subsequent steps by IBBI a full and complete ATR with list of dates of achievements of significant milestones and landmarks 13.3) policies, programmes and activities of the Board in respect matters stated above at para 13.1 ("(C)") 13.4) a review of the quasi-legislative, executive and quasi-judicial functions of the Board considering the matters stated at para 13.1 ("(D)") PLS NOTE THE INFORMATION SOUGHT IS REVIEW- NOT ATR-ABSENCE OF ATR MAY BE A REVIEW-BUT ATR IS NOT 13.5) analysis of outcomes in terms of transactions and transactional efficiencies ("( E)") considering the matters stated at para 13.1 13.6) assessment of the effectiveness and the efficiency of the Board in terms of its objectives and mandate keeping in view its resources, duties and powers considering the matters stated at para 13.1 ("(H)") 13.7) assessment of performance of the Governing Board and its vision, policies and programmed for the following year ("(1)") CIC/SEBIH/C/2023/650998/6500994 & 6500993 Page 7 of 11 13.8) Such other details as would enable the stakeholders to review and appreciate the performance of the Board: ("(M)")

14) The matters stated at paras 13.1 to 13.8 are amongst the matters mandated to be reported to Parliament annually under The Insolvency and Bankruptcy Board of India (Annual Report) Rules but suppressed in its reports. The alphabets within quotes and multiple brackets indicate the respective clauses of the The Insolvency and Bankruptcy Board of India (Annual Report) Rules."

The CPIO replied vide letter dated 25.09.2023 and the same is reproduced as under:-

"Request transferred to other Public Authority.

Details of Public Authority:- Insolvency and Bankruptcy Board of India.

Vide Registration Number:- ISBBI/R/T/23/00008 respectively.

Note:- Further details will be available on viewing the status of the above-mentioned new request registration number.

View Status of ISBBI/R/T/23/00008."

The order of FAA is not available as per record.

Aggrieved and dissatisfied, the Complainant approached the Commission with the instant Complaint.

Facts Emerging in Course of Hearing:-

Since the contents of all the three RTI applications are same, all the cases were heard together.

The Complainant was present through video conference.

The respondent Mr. Rajesh Kumar, CPIO (IBBI) was present in-person and Mr. Pranjal Jaiswal, CPIO, (SEBI), was present through video conference.

The Complainant inter alia submitted that he has sought ATR with respect to promoting the development and working of other institutions in such a manner that entities under insolvencies maximise their recoveries of assets and also clawable transactions and increase the horrible percentage of recoveries from such clawable transactions etc., but the same was not provided by the respondent. He further submitted that the respondent did not allow him to file first appeal, hence the First appeal could not be filed.

The complainant submitted that he has sought information from SEBI, but instead of furnishing the required information, the respondent SEBI transferred the RTI to the Insolvency and Bankruptcy Board of India (IBBI) and back, thus creating delay in furnishing the ATR to him. The complainant also alleged that the SEBI is not following their standard guidelines while drafting the annual report.

The respondent Mr. Pranjal Jaiswal, CPIO (SEBI), while defending their case inter alia submitted that they had transferred the RTI application to the Insolvency and Bankruptcy Board of India (IBBI), as the matter was related to them.

The respondent Mr. Rajesh Kumar, CPIO (IBBI), submitted that they have provided the reply to the complainant vide letter dated 11.02.2026, wherein it was stated that no such ATR as sought by the applicant is available with the Board.

The Commission asked the respondents whether they have received the copy of the complaint filed by the complainant in the commission, the respondent Mr. Pranjal Jaiswal during hearing requested the Commission to provide him a copy of the complaint, so that he can go through the complaint as well as the RTI application and provide revised reply to the appellant.

DECISION:-

In the light of the above facts, since the respondent during hearing has agreed to provide reply to the complainant, the complaint is closed.

Sd (Surendra Singh Meena) (सुरेंद्र ससिंह मीना) Information Commissioner (सूचना आयुक्त) निनां क/Date: 07.04.2026 Authenticated true copy Ramesh Babu Krishnan (रमेि बाबू कृष्णन) Dy. Registrar (उप पंजीयक) 011-26105027 Addresses of the parties:

1. Sundaresan

2. The CPIO Securities and Exchange Board of India (SEBI) Head Office (Mumbai): SEBI Bhavan, Plot No. C4-A, G-Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051 CIC/SEBIH/C/2023/650998/6500994 & 6500993 Page 10 of 11

3. The CPIO Insolvency and Bankruptcy Board of India 7th Floor, Mayur Bhawan, Shankar Market, Connaught Circus, New Delhi -110001 CIC/SEBIH/C/2023/650998/6500994 & 6500993 Page 11 of 11 Recomendation(s) to PA under section 25(5) of the RTI Act, 2005:-

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