On 31 August 2012, a two-judge Bench of the Supreme Court delivered the most consequential ruling on the SEBI–MCA jurisdictional boundary the regulatory architecture had seen. Two Sahara group companies had raised approximately ₹24,029.73 crore from around three crore investors through optionally fully convertible debentures, calling the issue a private placement. The Court held the issues were deemed public offers under the first proviso to Section 67(3) of the Companies Act, 1956, brought them squarely within SEBI's jurisdiction, and directed refund of approximately ₹17,400 crore with 15 per cent interest into a SEBI-administered account. The judgment reset the listing-trigger architecture, foreshadowed the Companies Act, 2013 private-placement framework, and produced one of the longest-running enforcement sagas in Indian regulatory history.