Finance has resolved a SEBI case over five Tier-II perpetual NCD issuances (2019-2022) totaling ₹605 crore by paying ₹32 lakh, without admitting violations. SEBI flagged that private placements turned public issues when down-sold to over 200 investors within six months, breaching Companies Act and NCD regulations. Two listed NCDs (₹60cr Nov 2019, ₹85cr Nov 2020) and three unlisted (₹460cr Mar-Jul 2022) crossed the 200-investor threshold, prompting the suo motu settlement filed under SEBI's 2018 regulations. After reviews by SEBI's internal committee (Jun 2025), HPAC (Jul), and Whole Time Members (Oct), payment was confirmed in Nov 2025, closing enforcement proceedings. The nominal penalty underscores SEBI's settlement approach for technical breaches in NBFC debt structuring, shielding Tata Motors Finance from further action while preserving regulatory oversight on future compliance. Source: The Economic Times No Recommendations

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