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4.3 The applicant/accused by misusing her official position re-designated the post of Anand Subramanian as Group Operating Officer (GOO) & Advisor to MD from 01.04.2015 without bringing the same to the notice of Nomination and Remuneration Committee (NRC) of NSE and the NSE Board.

4.4 Anand Subramanian who was holding a position higher in hierarchy to the Head of Departments was required to be designated as Key Managerial Person (KMP) as per regulation 2 (1) (i) of SECC Regulations 2012 and compensation given to him as GOO and Advisor to MD was required to be disclosed in the Annual Report of the NSE as per regulation 27 (5) of the said regulations. Anand Subramanian being GOO was part of senior management and his re-designation and remuneration was required to have approval of NRC as per section 178 of Companies Act 2013. He was not designated as KMP as required under SECC Regulations, 2012 and his remuneration /re-designation was not brought to the notice of NRC or the board as required under section 178 of Companies Act, 2013. The motive of the applicant/accused was to give Anand Subramanian huge monetary and status benefit by circumventing the established and laid down process.

11.1 The applicant/accused is not named as an accused in FIR which was registered in May, 2018. The applicant/accused is only accused who is arrested along with co-accused Anand Subramanium. The persons against whom the main allegations were registered by the CBI and are believed to be the beneficiaries have not been arrested. The respondent/CBI did not allege that the applicant/accused has ever received any amounts/benefits from the main accused persons/entities out of the alleged crime to show collusion or conspiracy. The applicant/accused was never summoned by CBI to assist in the investigation for a period of nearly 4 years. The arrest of the applicant/accused after such a long period of time in March, 2022 is arbitrary and contrary to the principles of natural justice. 11.2 The applicant/accused capacity of MD & CEO of NSE had the power to appoint and employ co-accused Anand Subramaniam which was conferred by virtue of Board Resolution (BR) dated 23.02.2005. BR authorised the applicant/accused to appoint advisors & consultants with such powers and duties and upon such terms as she thinks fit, for managing the business affairs of the Company i.e. NSE. The appointment of co-accused Anand Subramaniam was within the knowledge and acceptance of the Board Members of NSE as well as the HR department / head Mr. Chandrasekar Mukherjee, who has acknowledged and appreciated the good work and performance of Anand Subramaniam. There was not a single complaint/allegation regarding the performance of Anand Subramaniam or any loss caused to NSE or any of the investors due to his actions or inactions. 11.3 The Board Resolution dated 11.08.2015 passed by the Board of Directors clearly detailed the roles & responsibilities of co-accused Anand Subramaniam, as well as his appointment on the determined salary was approved by the Board. Anand Subramanian was not appointed as a Key Managerial Personnel KMP as he was not handling any KMP functions and role did not require approval of Nomination and Remuneration Committee (NRC). Anand Subramaniam was appointed as a consultant on a contractual basis and was advising on non-core business functions.

21. The learned Senior Counsel for the applicant/accused during course of arguments laid emphasis that the applicant/accused in capacity of MD & CEO had the power to appoint and employ Anand Subramaniam which was conferred by virtue of Board Resolution (BR) dated 23.02.2005 which authorised the applicant/accused to appoint advisors & consultants with such powers and duties and upon such terms as she thinks fit, for managing the business affairs of NSE; the appointment of Anand Subramaniam was within the knowledge and acceptance of the Board Members of NSE as well as the HR department/head Mr. Chandrasekar Mukherjee; Board Resolution dated 11.08.2015 clearly detailed the roles & responsibilities of Anand Subramaniam, as well as his appointment on the determined salary was approved by the Board: Anand Subramanian was not appointed as a Key Managerial Personnel (KMP) as he was not handling any KMP functions and role did not require approval of Nomination and Remuneration Committee (NRC) and Anand Subramaniam was appointed as a consultant on a contractual basis and was advising on non-core business functions.

22.3 The learned Senior Counsel for the applicant/accused in written arguments also referred e-mail dated 10.05.2016 sent by Chandershekhar Mukherjee (HRD) to R. Jayakumar (SECRE) wherein it was mentioned and clarified that Anand Subramanian is a consultant and not on roles of NSE and is not handling any KMP function. It was further mentioned that he is advising non-core functions. It is also case of the respondent/CBI that Anand Subramanian was not designated as Key Managerial Person (KMP) as per regulation 2 (1) (i) of SECC Regulations 2012 although he was holding a position higher in hierarchy to the Head of Departments. SEBI in order dated 11.02.2022 made detailed examination regarding illegalities committed by the applicant/accused regarding initial appointment of Anand Subramanian and thereafter his re-designation. The arguments advanced by the learned Senior Counsel are without much factual and legal force.