SAT Sets Aside Order Allowing Chanda Kochhar Access To ICICI Bank's Internal Portal In Videocon Case

The Securities Appellate Tribunal has set aside its earlier direction permitting former ICICI Bank Managing Director and Chief Executive Officer Chanda Kochhar to inspect the Bank's Secretarial Portal and access electronic data stored on its servers and devices in connection with the ICICI Bank-Videocon Group matter.

A coram of Presiding Officer Justice P.S. Dinesh Kumar and Technical Members Meera Swarup and Dr. Dheeraj Bhatnagar held that the data was neither in the possession of the Securities and Exchange Board of India (SEBI) nor on record and would not be relied upon in the proceedings against Kochhar.

The show-cause notice alleges a conflict of interest concerning the approval of loans and credit facilities by ICICI Bank to the Videocon Group.

ICICI Bank Limited approached the Tribunal seeking a review of its May 2, 2025 order in an appeal filed by Kochhar against SEBI. The Bank was not a party to that appeal.

The earlier order had directed SEBI to furnish copies of the show-cause notices issued to ICICI Bank and allow Kochhar to inspect and take notes from the Bank's replies, written submissions, annexures, exhibits and other documents filed with the regulator. It had also directed access to the Bank's Secretarial Portal and data stored on its servers and devices relating to the ICICI Bank-Videocon Group matter.

Challenging the direction concerning access to its internal systems, ICICI Bank argued that the data was neither in SEBI's possession nor part of the regulatory record.

It also contended that the direction was excessively broad and could expose confidential third-party data, privileged communications and sensitive internal records.

Kochhar opposed the review application, arguing that the material was relevant to her defence. Her counsel submitted that the amended show-cause notice issued to her was based on the Project Indus Report, which drew on a report prepared using data extracted from the Bank's Secretarial Portal and electronic systems. She also questioned the maintainability of the review application, contending that ICICI Bank was not an aggrieved party.

The Tribunal traced the history of Kochhar's requests for documents and noted that SEBI had informed her lawyers on March 12, 2025, that the Secretarial Portal and electronic data stored on the Bank's servers were not on record and would not be relied upon in the proceedings.

The Tribunal also referred to its January 5, 2023 decision, in which it had declined to direct disclosure of transcripts, statements and recordings of interviews of ICICI Bank employees, records of meetings, and correspondence between the Bank and the Central Bureau of Investigation (CBI). It had held that the employee interview and meeting records were not on record or part of the report, while the correspondence with the CBI did not form part of the report. The Tribunal had also described the requests as a roving and fishing enquiry.

Accepting the Bank's objection to blanket access, the Tribunal noted that Kochhar had not identified specific documents for inspection. It observed that granting blanket access to the portal could compromise the confidentiality of third-party data. The Tribunal also noted that SEBI had supplied the Project Indus Report, the Control Risks report and other documents relied upon by the regulator.

“Therefore, any blanket access to the portal may compromise the confidentiality of third-party data,” the Tribunal observed.

Referring to SEBI's hearing notice fixing the hearing for March 26, 2025, the Tribunal noted that the notice stated that the Bank's Secretarial Portal and electronic data stored on its servers and devices were not on record and would not be relied upon in the proceedings.

“It is specifically stated in the said notice that the ICICI Bank's Secretarial portal and electronic data stored on the ICICI Bank's server and devices are not on record and would not be relied upon in the instant matter,” the Tribunal observed.

Accordingly, the Tribunal partly allowed the review application and set aside its May 2, 2025 order insofar as it directed inspection of ICICI Bank's Secretarial Portal and access to data stored on its servers and devices. It also modified SEBI's June 4, 2025 communication to the Bank accordingly, while leaving the remaining portion of the earlier order undisturbed.

For Applicant: Senior Advocate Darius Khambata, Advocates Shruti Rajan, Vivek Shah, Praneeta Ragji and Paras Taneja

For Respondents: Senior Advocate Pesi Modi, Advocates Sumit Rai, Ravishekhar Pandey, Ankit Ujjwal, Kyrus Modi, Vishesh Malviya, Taniya D'Souza and Parth Khubalkar