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4.3 The co-accused by misusing her official position re-designated the post of the petitioner/accused 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 The petitioner/accused 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. The petitioner/accused 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 co-accused was to give the petitioner/accused huge monetary and status benefit by circumventing the established and laid down process.

11. The Special Public Prosecutor for the respondent/CBI argued at length and also submitted written arguments. The Senior Public Prosecutor argued that present RC was got registered for offences punishable under sections 120-B and 204 IPC; under section 7, 12 & 13(2) read with section 13(1)(d) of PC Act, 1988 and under section 66 of I.T. Act, 2000 on 28.05.2018 regarding co-location and passing of confidential information by officials of NSE to M/s OPG Securities leading to wrongful gain to M/s OPG Securities and was detrimental to the larger public interest. The respondent/CBI was investigating the case relating to co-location architectural system of NSE which compromised the integrity of the trading system. A letter dated 05.03.2022 was received from Ministry of Finance mentioning therein that the enquiry by SEBI revealed sharing of confidential information by its CEO with some unknown persons thereby compromising the integrity of NSE which may have relevance to the co-location which was already being investigated by the respondent/CBI. SEBI had imposed heavy fines on the co-accused for causing wrongful gain to the petitioner/accused in course of her employment to the detriment to the corporate governance of the NSE as well as larger public interest. 11.1 The respondent/CBI was requested to investigate the issue raised in the order passed by SEBI. The respondent/CBI had already registered RC in co-location issue and passing of information so issues disclosed in the letter were also included in the investigation. It was surfaced during investigation that accused including the co-accused had adopted several ingenious ways to amass illegal wealth which resulted in public injury. The investigation in the present case relate to conspiracies which are independent to each other and are distinct conspiracies. The investigation has already been completed with regards to one of the method adopted to amass wealth and cause wrongful gain to themselves by abuse of appointment of the petitioner/accused as Chief Strategic Advisor to MD at NSE and thereafter disproportionately increasing the salary of the petitioner/accused by the co-accused from time to time, besides re- designating the petitioner/accused in 2015 and thereafter delegating substantial powers to him without making him KMP (Key Management Person), without bringing it in notice and approval of the Nomination and Remuneration Committee(NRC) of NSE. 11.2 The co-accused and the petitioner/accused were known to each other since 1999. The co-accused in pursuance conspiracy with the petitioner/accused got appointed him in NSE illegally and arbitrarily. The application form dated 01.04.2013 of appointment of the petitioner/accused with NSE was submitted subsequent to contact agreement which is dated 18.01.2013. The pre-employment documents pertaining to the petitioner/accused were not handed over to HR of NSE or kept in his personal file. The co-accused also approved internal approval note dated January 18.01.2013 and also dictated draft contract agreement. HR Department of NSE did not make any communication with the petitioner/accused. There was no interview, medical or advertisement for this post and the petitioner/accused was directly appointed by the co-accused without following the procedure. The co-accused did not obtain approval from then MD for designation of the post of the petitioner/accused as Chief Strategic Advisor to MD.

15.4 The Senior Public Prosecutor for the respondent/CBI further highlighted that the co-accused by misusing her official position re- designated the post of the petitioner/accused as Group Operating Officer (GOO) & Advisor to MD from 01.04.2015 without bringing to the notice of Nomination and Remuneration Committee (NRC) of NSE and its approval as per section 178 of Companies Act 2013 and the NSE Board. The petitioner/accused was not designated as Key Managerial Person (KMP) as per regulation 2 (1) (i) of SECC Regulations 2012 as he was holding a position higher in hierarchy to the Head of Departments 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. 15.5 The learned Senior Counsel for the co-accused during course of arguments in bail application filed on behalf of the co-accused laid emphasis that the co-accused in capacity of MD & CEO had the power to appoint and employ the petitioner/accused which was conferred by virtue of Board Resolution (BR) dated 23.02.2005 which authorised the co-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 the petitioner/accused 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 the petitioner/accused as well as his appointment on the determined salary was approved by the Board: The petitioner/accused 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 the petitioner/accused was appointed as a consultant on a contractual basis and was advising on non-core business functions. 15.6 The learned Senior Counsel for the petitioner/accused argued that the petitioner/accused was appointed in the NSE as Chief Strategic Officer vide appointment letter dated 18.01.2013. The petitioner/accused was having experience of around 23 years in the industry with a well-rounded exposure in areas of strategy/Business Development/people management and general administration. The appointment of the petitioner/accused was approved by the co-accused on basis of delegation of powers made in her favour in the 74th Board meeting of NSE held on 02.02.2005. The appointment/employment of the petitioner/accused in NSE was not arbitrary and illegal but was made as per due process and was within the powers exercised by the appointing authority.

15.10 The e-mail dated 10.05.2016 sent by Chandershekhar Mukherjee (HRD) to R. Jayakumar (SECRE) which is part of record of bail application filed by co-accused perused wherein it was mentioned and clarified that the petitioner/accused 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 the petitioner/accused 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 co-