SEBI v. Uma Karthikeyan (Sanraa Media GDR issue, 2022)
Judgment entered
Checked against the primary document on October 8, 2026. The library's summary, tags and figures for this record were compared with the regulator's own document by an AI model (Claude) following written instructions, in a single reading of the order; an independent second reading of 60 SEBI records agreed on every field for 56, the four misses being penalty amounts; a later sample of 50 of the SEBI records added on 9 October agreed on every field for 46. No lawyer has reviewed them. A checked record can still contain errors, and checked does not mean endorsed. See how we check records or report a correction.
A SEBI whole-time member found that Sanraa Media's executive director and finance professional Uma Karthikeyan took part in a 2008 GDR issue whose sole subscriber was financed by a loan secured on the issue proceeds, with the arrangement undisclosed, and certified the company's 2008-09 accounts. The February 2022 order restrained her from the securities market for five years.
The record
| Agency | SEBI (India) |
|---|---|
| Date filed | 2022-02-25 |
| Date resolved | 2022-02-25 |
| Court | SEBI whole-time member |
| Status | judgment |
| Asset class | equities |
| Instruments | Sanraa Media Limited GDRs and shares |
| Venue | Luxembourg Stock Exchange |
| Criminal parallel | No |
| Bars imposed | Restrained from the securities market for 5 years, with the restraint already served under the January 2019 order set off |
| Defendants | Uma Karthikeyan |
| Techniques | Misleading issuer disclosure |
What was ordered
- Civil penalty
- —
- Disgorgement
- —
- Prejudgment interest
- —
- Total relief
- —
- Alleged gain
- —
What is alleged to have happened
The order of 25 February 2022 was passed by a SEBI whole-time member under Sections 11 and 11B of the SEBI Act against Uma Karthikeyan, an executive director of Sanraa Media Limited, in the matter of the company's issue of global depository receipts. It followed a show-cause notice of 8 December 2017 to eight entities and an earlier SEBI order of 2 January 2019 against the company and others.
The earlier order found that Sanraa Media issued 10 million GDRs worth US$27.50 million on the Luxembourg Stock Exchange on 2 May 2008, that a British Virgin Islands company, Clifford Capital Partners, was the only subscriber, that it paid with a dollar term loan from Banco Elisa, and that the company pledged the GDR proceeds to the bank as security for that loan. When Clifford defaulted the bank set off about US$27.244 million, so the company received effectively nothing, and the arrangement was not disclosed to the stock exchange.
Ms Karthikeyan, a chartered accountant, argued that she was not involved in day-to-day management or aware of the GDR arrangement and that liability could not be vicarious. The order rejected this: she was an executive director and audit committee member shown as such in three annual reports, attended all board meetings, was on the board that passed the pledge resolution, and signed the CEO/CFO certificate of 4 September 2009 for the 2008-09 statements, which did not give a true and fair view. It held that she was part of the fraudulent arrangement and breached Section 12A of the SEBI Act and Regulations 3(a) to (d) and 4(1) of the PFUTP Regulations.
SEBI restrained her from accessing the securities market and dealing in securities, or being associated with the market, for five years, with the period already undergone under the 2019 order set off and her holdings frozen during the restraint. No monetary penalty was imposed in this order, and copies were sent to the Reserve Bank of India, the Enforcement Directorate and the Ministry of Corporate Affairs.
The record does not show whether she appealed or how much of the restraint remained after the set-off. The order describes no criminal case itself, though it refers it to other agencies for information and action.
This library tags the matter as misleading issuer disclosure. The tagging is ours, not the regulator's.
For the regulator's own account of the facts, read the primary document linked above. This page deliberately summarises the structured record rather than reproducing the order.
What technique is this, and how does it work?
This action is tagged with one technique in our taxonomy. The tagging is ours: regulators charge statutory provisions, not technique names, so the mapping is an editorial judgement described in our editorial policy.
- Misleading issuer disclosure — see how it works, what statute it engages, and every other action tagged the same way.
Timeline
- 2022-02-25 SEBI whole-time member final order
Primary documents
Everything on this page derives from the documents below. Where our summary and the primary document disagree, the primary document is right.
Related actions
Other actions in the library sharing at least one technique tag with this one.