Sahara-SEBI case awaits SC nod to Adani deal

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Sahara-SEBI case awaits SC nod to Adani deal

Monday, 20 October 2025 | Ranjit Kumar Sinha

Sahara-SEBI case awaits SC nod to Adani deal

The Supreme Court (SC) recently heard a significant plea filed by Sahara India Commercial Corporation Ltd (SICCL), a Sahara Group entity, seeking the court’s approval for the sale of a large portfolio of its properties.

To facilitate this, the proposed buyer is Adani Properties Private Limited, which intends to buy the properties en bloc (as a single unit) to expedite the process.

The 88 properties include high-value assets of beleaguered Sahara Group, such as the Aamby Valley City township in Maharashtra, the Hotel Sahara Star in Mumbai, and the Sahara Shaher complex in Lucknow, which insiders suggest could be valued at much more than ` one lakh crore reported in the media.

In addition to the sale request, a crucial and related issue brought before the Supreme Court is the non-payment of salaries and arrears to a large number of Sahara Group employees for several years, which is directly linked to the Group’s financial situation. Sources said around `1800 crore is due to the employees of various Group companies.

The core issue stems from the long-running dispute between the Sahara Group and the Securities and Exchange Board of India (SEBI). In 2012, the Supreme Court directed two Sahara companies — Sahara India Real Estate Corp Ltd (SIRECL) and Sahara Housing Investment Corp Ltd (SHICL) to refund over `24,000 crore (including interest) to millions of investors who had put money into optionally fully convertible debentures (OFCDs), ordering the amount to be deposited in the SEBI-Sahara Refund Account.

The Sahara Group claims to have deposited around `16,000 crore to date, while SEBI maintains that over `9,000 crore remains outstanding on the principal amount of `24,030 crore. The Group claimed that the entirety of the funds deposited in the SEBI-Sahara Refund Account was deposited through the sole efforts and with great difficulty by the Applicant and the Sahara Group.

The sale of assets is primarily intended to fulfill the remaining financial obligation to investors, as mandated by the Supreme Court, the applicant has stated.

 A Bench comprising Chief Justice BR Gavai and Justices Surya Kant and MM Sundresh has decided to examine the proposal of the Sahara Group for the sale of 88 properties to Adani Properties Private Ltd and has sought responses from the Centre and SEBI on the proposed sale.

The Supreme Court directed Sahara to implead the Union Ministries of Finance and Cooperation as parties to the proceedings, as the Government needs to review the proposal and asked the court-appointed amicus curiae (senior advocate Shekhar Naphade) to collate details of the 88 properties and prepare a detailed chart categorising them as: “Clean” (free from claims), “Disputed” (under litigation or conflicting claims), Having “unclear ownership rights.”

The Centre’s response would be crucial in this matter, as the Sahara Group has requested that the Supreme Court grant comprehensive protection for the Adani property transaction. This includes: Shielding the deal from legal and regulatory actions. The Group has sought exemption from probes by multiple investigative agencies, including the state police, the Enforcement Directorate (ED), the Serious Fraud Investigation Office (SFIO), and various tax authorities.

The beleaguered Group has requested a bar on all other courts or tribunals from hearing any related matters and asked for the lifting of all existing attachment or restraint orders to safeguard the group, its promoters and its employees from any scrutiny over funds received from the sale.

The Supreme Court had earlier allowed the Sahara Group to sell its properties, provided the sale price is not less than 90 per cent of the market value or circle rate. SEBI has also expressed no objection, provided this condition is met.

The proposal, as stated in the SICCL application to the Supreme Court, is based on a term sheet dated September 6, 2025. The application stated that, following the death of Sahara Group chief Subrata Roy in November 2023, the family decided to expedite the liquidation of assets to satisfy court orders and discharge liabilities, noting SEBI’s prior inability to liquidate the assets effectively.

Some insiders suggest the deal could be valued at much more than `one lakh crore, as reported in the media. However, the specific financial details and term sheet signed between the two business entities have been submitted to the Supreme Court in a sealed envelope, as the final transaction requires the court’s approval.

Sahara Group stated in the Supreme Court that the deal would proceed once it gets judicial approval and the money received from it would be far in excess of the Group’s liability.

Adani Properties Private Limited has filed a separate application in the Supreme Court specifically to support Sahara’s plea seeking the nod to sell the properties.

Through its senior counsel, Adani Properties made a key assurance to the court that the company is ready to acquire all 88 properties in one go (as a single transaction), even with existing claims or disputes, in an effort to avoid endless, protracted litigation that has previously stalled asset sales.

Now the question arises, if the deal gets the nod of the Supreme Court, how are the issues of Employee Claims and Status of Pending Dues going to be addressed?

Employees have filed applications in the Supreme Court, claiming significant unpaid wages and arrears. Sources said the quantum of unpaid salaries is in the order of around `1800 crore, with many employees not being paid since 2014.

The Sahara Group has previously cited a severe liquidity crunch due to the asset embargoes and the court-mandated fund deposits, which prevented them from meeting operational expenses like salaries.

The bench has emphatically stated that the concerns of the hundreds of employees who have not been paid their salaries since 2014 must be factored in before any final settlement or property sale approval is granted.

The Supreme Court has specifically asked the Sahara Group and the amicus curiae to examine the claims of the workers regarding their unpaid salaries and arrears and indicated a need to resolve the “competing interests” of various stakeholders, including the employees and has prioritised the consideration of employee salary claims alongside the investor repayment scheme.

Ahead of the Supreme Court hearing last week, the Employees Provident Fund Organisation (EPFO) Regional Office, Lucknow by a letter dated October, 8, 2025 brought to the notice of Adani Enterprises that there has been outstanding claims and dues pending against various establishments of the Sahara India Group on account of non-deposit and/or short deposit of provident fund contributions, administrative charges, interest and damages.

The EPFO wrote, “We understand from recent public reports and credible sources that Adani Group is in the process of evaluating or formalising a takeover or acquisition of certain assets and/or businesses of Sahara India Group. In light of this development, and in accordance with Sections 7A, 7Q, 14B and 17B of the EPF and MP (Employees’ Provident Funds and Miscellaneous Provisions) Act, 1952, it is incumbent upon any acquiring entity to ensure that statutory dues to EPFO are fully discharged before or at the time of such acquisition, or to admit and undertake responsibility for the same post-acquisition.

“Therefore, upon confirmation and finalisation of your company’s acquisition of Sahara Group assets (in part or whole), you are hereby directed to (1) Admit the outstanding EPFO dues pertaining to the Sahara Group’s establishments included in the acquisition; (2) Submit a detailed statement of assets and liabilities taken over; (3) Coordinate with the concerned Regional/Sub-Regional Office of EPFO for reconciliation of accounts and compliance requirements,” the EPFO stated.

Thus, the ongoing Supreme Court proceedings mark a critical phase in the decade-long Sahara-SEBI dispute, presenting a potential path to closure through the proposed bulk sale of 88 prime assets to Adani Properties Private Limited.

The Supreme Court’s decision will hinge on balancing several competing interests: expediting investor repayment (the primary goal), ensuring the transparency and integrity of a single-block sale (as proposed by Adani to avoid further delays) and, crucially, addressing the long-pending salary and arrears claims of the Sahara Group’s employees.

The matter is scheduled to be considered during the next hearing on November 17, 2025.

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