SEBI Final Order dated 28 September 2026 | WTM/KV/IVD-3/ID2/32734/2026-27
Issue and regulatory background
SEBI’s order concerns Adani Enterprises Limited (AEL), Adani Power Limited (APL), Adani Ports and Special Economic Zone Limited (APSEZ), and Adani Transmission Limited (ATL), now Adani Energy Solutions Limited. The central question was whether shares formally disclosed as public shareholding could be treated as promoter-controlled shareholding in substance.
The proceedings followed allegations that Emerging India Focus Funds (EIFF), EM Resurgent Fund (EMR), and Opal Investments Private Limited were not independent investors. SEBI alleged that the investments were effectively directed or controlled by Mr. Vinod Adani. If proved, the holdings would have been treated as promoter shareholding, potentially reducing genuine public shareholding below the 25% minimum public shareholding (MPS) required under Rule 19A of the Securities Contracts (Regulation) Rules, 1957 and Regulation 38 of the SEBI (LODR) Regulations, 2015.
The alleged investments of EIFF and EMR concerned the period from June 2013 to June 2018. The structure involved Global Opportunities Fund Limited (GOFL), Global Macro Asset Management Limited (GMAML), Excel Investment Advisory Services Limited (Excel), Lingo Investment Ltd., Gulf Asia Trade & Investment Ltd., Gulf Arij Trading FZE, and Mid-East Ocean Trade & Investment Pvt. Ltd.
SEBI alleged that the four underlying investors (Gulf Asia, Lingo, Gulf Arij and Mid-East) contributed substantially to the relevant investments, that connected persons funded them, and that Excel advised GMAML in relation to investments made through EIFF and EMR. The alleged consequence was that promoter-controlled holdings were presented as public shareholding. SEBI also alleged a fraudulent or deceptive device under Regulations 3 and 4 of the PFUTP (Prohibition of Fraudulent and Unfair Trade Practices) Regulations, 2003.
A separate case concerned Opal’s APL shares. The allegations relied on continuing authorised signatories, an unsecured interest-free loan, business connections and Opal’s non-exercise of voting rights.
The control test
The order distinguishes between de jure control, a legal right such as appointing a majority of directors and de facto control, the actual ability to positively direct management or policy decisions. Under securities law, control may be direct or indirect, but it must be supported by objective evidence.
Commercial influence, family or business relationships, financial proximity, a power of attorney, an advisory role or concentrated investment do not automatically establish control. The decisive question is whether the alleged controller possessed and exercised a real ability to direct management, policy or investment decisions.
SEBI examined the Asankhya Resources Family Trust (ARFT), of which Mr. Vinod Adani was alleged to be settlor, enforcer and beneficiary, and its connection with Excel. The order accepted that legal ownership of trust assets ordinarily rests with the trustee, while recognising that the actual operation of a formally valid structure may still be examined.
However, the Excel–GMAML advisory agreement did not prove effective control. The advice was non-binding, and the investigation did not produce evidence that Mr. Vinod Adani directed the investment decisions of EIFF or EMR through Excel. Business and financial relationships involving Mr. Vinod Adani, Mr. Nasser Ali Shaban Ahli and Mr. Chang Chung-Ling, or funding links involving the four underlying investors (Gulf Asia, Lingo, Gulf Arij and Mid-East), likewise did not establish a positive direction of investment policy. The order also noted that the investigation did not allege that the relevant investments were financed by Mr. Vinod Adani himself.
Opal: circumstances did not prove control
SEBI held that the circumstances concerning Opal were insufficient to establish effective control. Mr. Pranav Vora and Mr. Dharmesh Parikh remained authorised signatories of Opal’s demat account, but there was no adequate evidence that they actually exercised that authority after the ownership change. An authorised signatory’s ability to operate an account is not, by itself, control over the company or its securities.
The interest-free loan did not establish that the lender had any right to direct Opal’s management or policy decisions. The non-exercise of voting rights was also inconclusive: shareholders may abstain for commercial or strategic reasons. Evidence of promoter directions or an agreed arrangement was necessary.
Consequences of the Finding
MPS allegation not established
The MPS framework protects genuine public float, liquidity and price discovery. Where a public shareholder is, in substance, controlled by the promoter group, its holdings may be excluded from the public-shareholding calculation. But that reclassification requires proof that the shareholder was not independent and was an extension of the promoter group.
SEBI held that the investigation had not shown that EIFF, EMR or Opal were controlled by Mr. Vinod Adani or that he positively directed their management or investment decisions. Their holdings therefore could not be reclassified as promoter shareholding on the material available. The alleged MPS violation consequently failed.
The decision does not make MPS compliance merely formal. It confirms that the regulatory purpose remains genuine public participation. Its narrower holding is that the substance-over-form conclusion must rest on reliable evidence of control, not suspicion, structure or association alone.
PFUTP allegation also failed
The PFUTP allegation depended on the premise that the investment structure concealed promoter-controlled holdings and created a false appearance of MPS compliance. Once that foundational control allegation failed, the consequential fraud allegation was not sustained.
SEBI also considered the Supreme Court’s decision in Reliance Industries Limited v. SEBI, 2026 INSC 585, which cautioned against treating every omission, irregularity or complex arrangement as fraud. A PFUTP finding requires a legally supported connection between the conduct, its deceptive or manipulative character and the securities-market objective. The order therefore distinguishes a possible regulatory concern from a proven fraudulent or deceptive device.
Separate information-furnishing violations
The order did not exonerate every person on every issue.
SEBI held that Mr. Nasser Ali Shaban Ahli failed to provide information sought under Section 11C(3) of the SEBI Act concerning the source and movement of funds and the entities forming part of the investment structure. SEBI also held that Mr. Chang Chung-Ling furnished incomplete and misleading or incorrect information, including failing to provide requested source-of-funds details and making categorical denials inconsistent with the material examined.
The allegation against Mr. Tejal Ramanlal Desai was not established. He appeared before SEBI, and the relevant transactions were approximately 10 to 15 years old. His inability to recall historical details, where he complied with the summons and did not furnish false information, did not establish a violation.
Under Section 15A(a) read with Section 11B(2) of the SEBI Act, SEBI imposed:
| Person | Penalty |
|---|---|
| Mr. Nasser Ali Shaban Ahli | ₹20,00,000 |
| Mr. Chang Chung-Ling | ₹20,00,000 |
The penalties were payable within 45 days of receipt of the order.
Settled proceedings
The proceedings involving Adani Enterprises Limited, Adani Power Limited, Adani Ports and Special Economic Zone Limited, Adani Transmission Limited, Mr. Gautam S. Adani, Mr. Rajesh S. Adani, Mr. Devang S. Desai, Mr. Vasant S. Adani, Mr. Ameet H. Desai, Mr. Pranav Vinod Adani, Mr. Vinay Prakash, Mr. Vineet Jain, Mr. Malay Mahadevia, Mr. Rajeeva Ranjan Sinha, Mr. Sudipta Bhattacharya, Mr. Deepak Bhargava, Mr. Laxmi Narayana Mishra and Mr. Anil Kumar Sardana had been settled without admission of guilt. The aggregate settlement amount was ₹1,48,20,000, paid on 26 August 2026.
Those settlements were not affected by the present order. The final adjudication dealt with Mr. Vinod Adani, Mr. Nasser Ali Shaban Ahli, Mr. Chang Chung-Ling, Lingo Investment Ltd., Gulf Asia Trade & Investment Ltd., Gulf Arij Trading FZE, Mr. Tejal Ramanlal Desai, Global Macro Asset Management, Emerging India Focus Funds, Mr. Pranav Vora, Mr. Dharmesh Parikh and Opal Investments Private Limited.
SEBI found the MPS and PFUTP allegations against these persons and entities unproved. Only the information-furnishing violations against Mr. Nasser Ali Shaban Ahli and Mr. Chang Chung-Ling resulted in penalties.
Professional Significance
Key takeaways
1. Control requires positive decision-making power
A complex structure may justify investigation, but effective control requires evidence showing a real ability to direct management, policy or investment decisions.
2. Form and substance must both be examined
A trust deed or corporate structure does not end the inquiry. Regulators may examine how it operated in practice, but the conclusion must still be supported by reliable evidence.
3. Relationships and funding are not conclusive
Business links, financial proximity, loans, powers of attorney, advisory arrangements and concentrated investments may be relevant circumstances. None is conclusive without proof that it affected decision-making.
4. Delegated authority is not exercised control
An authorised signatory may operate a demat account without controlling the company or securities. The investigation must show actual exercise of authority affecting management, policy or investment decisions.
5. Non-voting does not prove promoter control
Abstention from voting has several possible explanations. It becomes probative only when supported by evidence of promoter instructions or an agreed arrangement.
6. MPS and PFUTP allegations require separate analysis
MPS compliance protects genuine public float, while PFUTP addresses fraudulent or manipulative conduct. A failed MPS allegation does not automatically decide every securities-law issue, but a PFUTP case built on the same unproved control premise will generally not survive.
7. Cooperation with SEBI is an independent duty
Even where substantive MPS and PFUTP allegations fail, incomplete, incorrect or misleading responses to a lawful investigation may attract separate penalties. The outcome for Mr. Tejal Ramanlal Desai also shows that genuine inability to recall old transactions, coupled with compliance with summons, is not automatically non-cooperation.
Practical compliance implications
For listed companies, FPIs, investment managers, CAs, company secretaries and legal advisers, the order highlights the need for contemporaneous records showing:
- who had authority to approve investments;
- whether investment advice was binding or non-binding;
- the source and terms of funding;
- governance and voting rights;
- the actual exercise of powers of attorney; and
- the independence of investment decisions.
The key compliance question is not only who is recorded as shareholder or signatory. It is also who made the decision, what evidence supports that conclusion, and whether any person could positively direct the entity’s management, policy or investment activity.
Conclusion
SEBI’s Adani MPS order clarifies the evidentiary threshold for converting disclosed public shareholding into promoter shareholding. Effective control must be established through objective evidence of positive direction; it cannot be inferred automatically from commercial relationships, layered entities, funding arrangements, advisory roles, delegated authority or non-voting conduct.
On the facts examined, SEBI found no sufficient proof that Mr. Vinod Adani controlled EIFF, EMR or Opal. The alleged MPS and PFUTP violations therefore failed. Separate information-furnishing violations resulted in ₹20 lakh penalties against Mr. Nasser Ali Shaban Ahli and Mr. Chang Chung-Ling.