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A free scan shows the junk files, broken settings and background clutter dragging Windows down - then fixes them in one click.Free scan · Windows 10 & 11Yes. Scroll reported that Madhabi Puri Buch exercised ICICI Bank employee stock options on four occasions between 2020 and 2022, after joining the Securities and Exchange Board of India (SEBI). The options reportedly gave her 171,875 shares valued at Rs 10.3 crore; Scroll reported that she paid Rs 2.86 crore to exercise them. Those are different figures: Rs 10.3 crore was the reported value of the shares, not the exercise payment.
What happened, and when?
In a September 5, 2024 report, Scroll’s Ayush Tiwari said the options were granted in 2008, while Buch was a whole-time director at ICICI Bank. She left the bank in 2013, joined SEBI as a whole-time member in 2017, and became SEBI chairperson in March 2022, according to the report.
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Scroll reported four exercises: three in 2020–2021, when Buch was a SEBI member, and one in 2022, after she became chairperson. The report said she exercised 171,875 options, paid Rs 2.86 crore to ICICI Bank, and received shares valued at Rs 10.3 crore. Scroll said the figures came from bank regulatory filings. Read Scroll’s report.
How do the options and exercise window work?
An employee stock option (ESOP) gives its holder the right to buy shares at a specified allotment or exercise price, subject to the award’s terms. Vesting is the process by which the right becomes available over time. Exercising an option means paying the exercise price to obtain shares; it is not the same as receiving the shares’ full market value as cash.
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In its September 2, 2024 exchange filing, ICICI Bank said the rules in force when Buch’s options were granted allowed employees, including retired employees, to exercise options up to ten years after vesting. The bank said the options vested over the years after allotment and that post-retirement payments to Buch had accrued during her employment. This is the bank’s explanation of the rules and payments, not an independent confirmation of every term in Buch’s individual 2008 grant.
The bank’s scheme text filed with the U.S. Securities and Exchange Commission was amended through June 12, 2017. It describes an exercise period of up to ten years from vesting, as set by the bank’s committee for a grant. It distinguishes retirement from voluntary termination: voluntary termination generally requires vested options to be exercised within three months, while retirement follows the period notified under the scheme. The 2017 text helps explain the mechanics, but it is not Buch’s individual grant letter and does not establish the exact terms of her 2008 award. See the SEC-hosted scheme text.
ICICI Bank also said the difference between the stock price on the exercise date and the allotment price is treated as perquisite income for tax purposes, with tax deducted by the bank. Read the bank’s exchange filing.
What did ICICI Bank say?
ICICI Bank said the ESOPs were granted during Buch’s employment and that it did not grant her new ESOPs or pay her salary after she retired, other than retiral benefits. It stated: “All the payments made to Ms. Buch post her retirement had accrued to her during her employment phase with the ICICI Group. These payments comprise ESOPs and retiral benefits.”
The bank’s filing further said: “Under the Bank’s ESOP rules, the ESOPs vest over the next few years from the date of allotment. As per rules existing at the time of her ESOP grant, employees including retired employees had the choice to exercise their ESOPs anytime up to a period of 10 years from the date of vesting.” These statements set out the bank’s position; they do not by themselves resolve the governance questions raised about the timing.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Why did the timing raise governance questions?
SEBI regulates listed securities, including ICICI Bank. That makes a senior SEBI official’s interests in the bank a legitimate governance question, particularly when options are exercised during the official’s tenure. Scroll reported that the 2008 SEBI code did not categorically bar members from holding or acquiring interests in regulated entities when disclosures were made, while members were expected not to trade on unpublished price-sensitive information.
The existence of a potential conflict question does not establish that Buch misused information, influenced a decision, or breached a rule. The reported timeline and the bank’s explanation should be distinguished from proof of misconduct.
Scroll also reported Congress’s allegations that Buch received Rs 16.8 crore in income, ESOPs, and tax benefits from ICICI Bank during her SEBI tenure, and that Rs 2.84 crore was “income from ESOP exercise.” Scroll said Congress did not disclose the source of its information and characterized the inference that the figure represented share-sale proceeds as presumptive. These are attributed allegations, not independently established totals, and they are distinct from the Rs 10.3 crore reported value of the shares acquired in the option exercises.
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1Fix the driver behind crashes, sound loss and screen glitches2Clear out junk files and repair common Windows errors3Scan for outdated or missing drivers - takes under a minuteWhat did the Lokpal later decide?
LiveLaw reported that a Lokpal bench dismissed three complaints in a common order dated May 28, 2025, finding no prima facie basis to direct a corruption investigation. In its discussion of the ICICI Bank ESOP issue, LiveLaw said complainants alleged Rs 16.18 crore in ESOP proceeds between 2017 and 2024. According to LiveLaw’s account, the Lokpal accepted Buch’s explanation that the options had been granted before her retirement and found no evidence that she influenced the relevant institutional decisions or that ICICI Bank received undue benefit. Read LiveLaw’s account of the order.
The dismissal was a decision that the complaints did not establish a prima facie basis for directing a corruption investigation. It was not a trial resolving each reported transaction, nor a finding that every underlying factual assertion was false. The Rs 16.18 crore figure is the complaint figure described in LiveLaw’s account, not the same as Scroll’s Rs 10.3 crore share valuation or the bank’s reported exercise-payment figure.
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