Authority: Securities and Exchange Board of India (Quasi-Judicial Authority)
Order Date: September 24, 2026
Case Overview
This order arises from SEBI's investigation into Omaxe Limited's compliance with Minimum Public Shareholding (MPS) requirements. The proceedings were initiated against Omaxe Limited (Noticee 1) and seven promoter entities/individuals (Noticees 2-8) for alleged violations spanning from 2013 to 2024.
The principal allegations centered on Omaxe Limited using company funds to finance the acquisition of its own shares through a complex funding arrangement. Specifically, SEBI alleged that Omaxe transferred ₹33.50 crore to DVM Realtors Pvt. Ltd. and ₹13 crore to Garv Buildtech Pvt. Ltd. (a wholly-owned subsidiary of promoter entity Guild Builders), aggregating to ₹46.50 crore. These funds were subsequently transferred to Jeet Builders Pvt. Ltd. (JBPL), which then distributed them to seven entities that used the funds to acquire Omaxe shares in the June 3, 2013 and October 29, 2013 Offer for Sale (OFS) transactions.
The investigation revealed that ₹46.50 crore was routed through JBPL to the following seven first-level recipient entities:
- Rapid Credit & Holdings Pvt. Ltd. (₹10 crore)
- Panchsheel Securities Pvt. Ltd. (₹7 crore)
- Modex International Securities Ltd. (₹6 crore)
- Moongipa Infosystem Ltd. (₹7 crore)
- Wellindia Consultants Pvt. Ltd. (₹10 crore)
- Altruistic Trading Pvt. Ltd. (₹5 crore)
- Savasthi Investments Ltd. (₹1.50 crore)
These funds were ultimately used by twelve entities to acquire 33,42,310 Omaxe shares in the two OFS tranches, representing 48.29% of the June 3, 2013 OFS subscription and 12.22% of the October 29, 2013 OFS subscription. The shares acquired through these funded entities were classified as public shareholding and counted towards MPS compliance.
After the OFS transactions, Omaxe still had not achieved the required 25% MPS and issued 93,33,540 bonus shares exclusively to public shareholders. The funded entities participated in this bonus issue, further inflating the apparent public shareholding.
SEBI also investigated allegations regarding funding of Mr. Vimal Kumar Gupta (former CFO) and his family, and Rajesh Group companies for acquisition of Omaxe shares, but these allegations were not established due to insufficient evidence.
The authority conducted a detailed analysis of the connections between Omaxe, its promoters, and the various entities in the funding chain. Key findings included:
- JBPL was operationally controlled by Omaxe through employees/directors associated with Omaxe group entities
- The land aggregation MoUs presented as justification for the fund transfers lacked credibility and supporting documentation
- The timing of fund transfers immediately preceding OFS transactions indicated the true purpose was share acquisition
- The funded acquisitions artificially inflated the reported public shareholding from 25.01% to approximately 22.71%
Final Outcome
The Adjudicating Officer found violations against six noticees:
1. Omaxe Limited (Noticee 1): Violated Section 77(2) of Companies Act, 1956; Rule 19A(1) of SCRR 1957 read with Regulation 38 of LODR Regulations; Regulation 31(1)(b) of LODR Regulations; and Section 12A(a),(b),(c) of SEBI Act read with PFUTP Regulations
2. Rohtas Goel (Noticee 2), Sunil Goel (Noticee 3), Jai Bhagwan Goel (Noticee 4): Violated the same provisions as Omaxe Limited
3. Dream Home Developers Pvt Ltd (Noticee 7) and Guild Builders Pvt Ltd (Noticee 8): Violated Rule 19A(1) of SCRR 1957 read with Regulation 38 of LODR Regulations; Regulation 31(1)(b) of LODR Regulations; and Section 12A(a),(b),(c) of SEBI Act read with PFUTP Regulations
Penalties Imposed:
Market Debarment:
- Omaxe Limited: 3 months
- Rohtas Goel, Sunil Goel, Jai Bhagwan Goel, Dream Home Developers, Guild Builders: 1 year each
Monetary Penalties:
- Omaxe Limited: ₹2 lakh under 15A(b) + ₹15 lakh under 15HA + ₹10 lakh under 15HB = ₹27 lakh
- Rohtas Goel: ₹2 lakh under 15A(b) + ₹25 lakh under 15HA + ₹10 lakh under 15HB = ₹37 lakh
- Sunil Goel: ₹2 lakh under 15A(b) + ₹25 lakh under 15HA + ₹10 lakh under 15HB = ₹37 lakh
- Jai Bhagwan Goel: ₹2 lakh under 15A(b) + ₹25 lakh under 15HA + ₹10 lakh under 15HB = ₹37 lakh
- Dream Home Developers: ₹2 lakh under 15A(b) + ₹15 lakh under 15HA + ₹10 lakh under 15HB = ₹27 lakh
- Guild Builders: ₹2 lakh under 15A(b) + ₹15 lakh under 15HA + ₹10 lakh under 15HB = ₹27 lakh
Total Monetary Penalty: ₹2.97 crore
Noticees 5 (Sushma Goel) and 6 (Seema Goel) were exonerated due to insufficient evidence of their involvement. Allegations regarding Vimal Kumar Gupta family and Rajesh Group entities were also not established.
The order takes effect immediately, and penalties must be paid within 45 days. Noticees are permitted to close existing derivative positions within 3 months.
Topics: Minimum Public Shareholding, Fraudulent Scheme, OFS Funding