The Securities and Exchange Board of India (SEBI) has disposed of adjudication proceedings against two senior executives of Adani Ports and Special Economic Zone Limited (APSEZL) after receiving a combined settlement amount of ₹27.30 lakh.
According to the settlement order dated September 10, 2026, Mr. B. Ravi, Chief Financial Officer of APSEZL, and Mr. Karan Adani, Chief Executive Officer of APSEZL, paid ₹13.65 lakh each to settle the proceedings.
The matter arose from a SEBI investigation into banking transactions and inter-corporate security deposits involving PMC Projects (India) Private Limited, APSEZL and its subsidiaries. The regulator had alleged non-compliance with certain provisions of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, read with the Securities Contracts (Regulation) Act, 1956.
The case demonstrates how regulatory responsibility can extend beyond a company as an institution and reach the senior executives responsible for its financial reporting and compliance certifications.
What Was the SEBI Investigation About?
SEBI investigated compliance with provisions of the Securities Contracts (Regulation) Act, 1956, the SEBI Act, 1992, and the LODR Regulations in relation to certain banking transactions and inter-corporate security deposits.
The transactions under examination involved PMC Projects (India) Private Limited, APSEZL and its subsidiaries.
Following the investigation, SEBI alleged that the two applicants had violated Regulation 17(8), read with Paragraph B of Part B of Schedule II of the LODR Regulations and Section 21 of the SCRA.
Regulation 17(8) deals with Compliance certifications provided by the chief executive officer and chief financial officer to the board of a listed company. These certifications form part of the corporate-governance framework governing financial statements, internal controls and disclosure responsibilities.
The matter was therefore not limited to whether particular transactions had occurred. It concerned the responsibilities of senior management in ensuring that the company’s financial reporting and internal-control representations complied with the regulatory framework applicable to listed entities.
The Show Cause Notice and Settlement Application
A Show Cause Notice dated November 22, 2023, was served on the applicants. The notice asked why an inquiry should not be held and why penalties should not be imposed for the alleged violations.
The applicants submitted their replies through their authorised representatives, Cyril Amarchand Mangaldas, on January 16, 2024. Four days later, their representatives informed SEBI that settlement applications had been filed under the SEBI (Settlement Proceedings) Regulations, 2018.
Settlement proceedings allow an eligible applicant to resolve regulatory proceedings by agreeing to prescribed terms, including payment of an approved settlement amount. Importantly, a settlement order disposes of the proceedings on the agreed terms; it should not automatically be described as a judicial or adjudicatory finding that every allegation was proven.
That distinction is essential when reporting or interpreting regulatory settlements.
How the ₹27.30 Lakh Amount Was Determined
The applicants’ representatives attended meetings with SEBI’s Internal Committee on May 8, 2024, and July 15, 2024. During these meetings, the proposed settlement terms were discussed.
The Internal Committee recommended an indicative settlement amount of ₹13.65 lakh for each applicant. The amount was calculated under Schedule II, read with Regulation 10 of the Settlement Regulations.
On July 19, 2024, the applicants submitted revised settlement terms and agreed to pay the amount recommended by the committee.
The High Powered Advisory Committee subsequently reviewed the matter. At its meeting on June 29, 2026, it recommended that the case be settled upon the payment of ₹13.65 lakh by each applicant.
A panel of SEBI Whole Time Members approved the recommendation on August 13, 2026. SEBI communicated the decision to the applicants’ representatives on August 14, 2026.
On September 5, 2026, the representatives informed SEBI that the settlement amounts had been remitted. SEBI’s records confirmed receipt of the payments.
The total amount paid by the two applicants was therefore:
- Mr. B. Ravi: ₹13.65 lakh
- Mr. Karan Adani: ₹13.65 lakh
- Combined settlement amount: ₹27.30 lakh
Following receipt of the settlement amount, the adjudication proceedings were disposed of under the relevant provisions of the SEBI Act, the SCRA and the Settlement Regulations.
Why CEO and CFO Certifications Matter
Senior-management certifications are not intended to be routine signatures placed on regulatory filings. They provide the board with assurance regarding the integrity of financial information and the effectiveness of the company’s control environment.
For listed companies, the CEO and CFO occupy a critical position between operational decision-making, accounting records, internal controls, board oversight and public disclosures.
When transactions involve group companies, subsidiaries, related entities, inter-corporate deposits or significant movements of funds, the compliance risks can increase substantially. Management must ensure that:
- Transactions are supported by proper documentation
- Approvals follow the applicable delegation framework
- Accounting treatment reflects the commercial substance
- Related-party implications are correctly examined
- Internal controls identify unusual or high-risk transactions
- Board and committee disclosures are complete and timely
- Regulatory certifications are supported by verifiable records
A certification should be the final result of a documented review process—not a substitute for that process.
Settlement Does Not Make the Matter Permanently Unconditional
The settlement order also protects SEBI’s right to take further action under Regulation 28 of the Settlement Regulations.
SEBI may restore or initiate proceedings if a representation made by an applicant is later found to be untrue, if an undertaking or waiver is breached, or if a discrepancy is discovered in determining the settlement terms.
This condition highlights another important point: regulatory settlement is not simply a payment mechanism. Applicants must ensure that every representation, document and undertaking submitted during the settlement process is complete and accurate.
An incorrect statement discovered after settlement may reopen the matter and create additional regulatory exposure.
Compliance Lessons for Listed Companies
This case offers broader lessons for boards, senior executives and compliance teams.
First, banking transactions between connected entities should be reviewed not only from an accounting perspective but also through corporate-governance, disclosure and securities-law requirements.
Second, inter-corporate deposits and security arrangements require a clear audit trail. The purpose, approval, commercial rationale, terms, repayment conditions and accounting treatment should be documented from the beginning.
Third, CEO and CFO certifications should be supported by formal verification procedures. Senior executives should receive written confirmations from finance, legal, secretarial, internal-audit and business teams before signing.
Fourth, regulatory risk should be escalated promptly. A transaction that appears commercially routine may carry wider disclosure or governance implications when a listed company and its subsidiaries are involved.
Finally, companies should conduct periodic reviews of transactions with group entities. Early identification of a compliance gap is generally easier and less expensive to address than responding after a regulatory investigation begins.
The Larger Takeaway
The significance of the order extends beyond the ₹27.30 lakh settlement amount.
It shows that SEBI’s examination of listed-company compliance can include the individual responsibilities of senior officers. CEOs and CFOs must be able to demonstrate that their certifications were based on reliable financial information, appropriate internal controls and a properly documented review process.
For businesses, the practical lesson is straightforward: strong governance is not established by filing documents on time alone. It depends on whether the information behind those filings has been independently checked, appropriately approved and supported by a complete audit trail.
Shunyatax Global Insights
Listed companies and their senior management should treat regulatory certifications as evidence-based governance responsibilities. Banking transactions, inter-corporate deposits and group-level financial arrangements must be reviewed through accounting, legal, secretarial and disclosure perspectives before certifications are issued.
A preventive compliance review can identify documentation gaps, approval failures and disclosure risks before they become the subject of a show cause notice or adjudication proceeding.
If you or your business is facing problems involving SEBI compliance, LODR obligations, regulatory notices, corporate-governance reviews or settlement proceedings, Shunyatax Global can provide professional guidance to help you move forward with clarity and confidence.
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Disclaimer: This article is based on the SEBI settlement order dated September 10, 2026, and is intended solely for general information. A settlement disposes of proceedings on agreed terms and should not be interpreted as a final adjudicated finding on every allegation. This content does not constitute legal, financial or investment advice.