SEBI drops case against Max Financial, Max Life, Axis entities in ₹3,911 crore case

The proceedings arose from a Show Cause Notice (SCN) issued on October 24, 2024, following an investigation into transactions between the Max and Axis entities during 2009-10 to 2021-22.
| Photo Credit:
REUTERS/HEMANSHI KAMANI

SEBI has disposed of proceedings against Max Financial Services, Max Life, and Axis Group entities over an alleged ₹3,911 crore shareholder loss, with the markets regulator finding that disclosure lapses and a fraudulent scheme were not established.

Max Life Insurance Company is now known as Axis Max Life Insurance.

The Securities and Exchange Board of India (SEBI), in a final order passed on Monday, dropped proceedings against seven individuals, including Max Group founder and Chairman Analjit Singh.

The proceedings arose from a Show Cause Notice (SCN) issued on October 24, 2024, following an investigation into transactions between the Max and Axis entities during 2009-10 to 2021-22.

SEBI had examined three sets of arrangements entered into in 2010, 2015 and 2020.

The case centred on allegations that Max Financial failed to make adequate and timely disclosures about the transactions and that Max Financial, Max Life, and Axis entities devised a scheme that provided undue benefits to Axis Bank at the expense of Max entities and their shareholders.

The 2010 arrangement involved issuing Max Life shares to Axis Bank at par, followed by their acquisition through multiple tranches at progressively higher prices.

The 2015 arrangement involved an agreement between Max Financial, Mitsui Sumitomo Insurance Company, and Axis Bank for the transfer of nearly 4.99 per cent of Max Life. The shares were subsequently bought back in tranches at higher prices.

The 2020 arrangement initially contemplated the acquisition of a 29.002 per cent stake in Max Life by Axis Bank. Following regulatory discussions, the arrangement was revised, with Axis entities eventually acquiring stakes in Max Life in March-April 2021.

SEBI’s SCN had alleged that the transactions were structured to provide benefits to Axis entities beyond permissible commissions and that the arrangements caused a loss of ₹3,911.95 crore to MFSL shareholders and corresponding benefits to Axis Group entities.

However, these were allegations in the show-cause notice and were not ultimately established by SEBI.

On the disclosure issue, SEBI’s Whole Time Member Amarjeet Singh said the framework applicable to listed entities had evolved considerably since 2010. He observed that MFSL’s disclosures could have been more comprehensive and that a more cautious approach may have been desirable.

Singh noted that the conduct had to be assessed against the legal requirements prevailing at the relevant time and added that “in the absence of material establishing violation of the specific provisions invoked in the SCN, the disclosure related charges cannot be sustained.” The regulator also rejected the allegation of a fraudulent scheme.

SEBI said active concealment of material information by Max Financial had not been established. It found no evidence of manipulation of price or volume, creation of an artificial market, or other interference with market integrity.

The allegation that Max Financial, Max Life, Axis Bank, Axis Capital, and Axis Securities had devised a fraudulent scheme to defraud Max Financial shareholders was therefore not established, it added.

The order also dealt with allegations against the individuals who were at the helm of Max Financial during different periods.

“In the absence of the underlying disclosure-related violations or fraud being established against MFSL, and for the reasons… regarding their individual roles and liabilities, the charges against the key managerial personnels of MFSL also cannot be sustained,” SEBI said in a 114-page order.

Separately, the order noted that the show cause notice had been issued to 25 entities. Of these, 13 entities who were Non-Executive / Independent Directors of MFSL have filed settlement applications, which are currently under process.

Under the SEBI’s (Settlement Proceedings) Regulations, 2018, filing a settlement application for any specified proceedings will not affect the continuance of the proceedings except that passing the final order is required to be kept in abeyance till the application is disposed of.

Accordingly, SEBI kept proceedings against these 13 entities in abeyance while passing the final order against the remaining notices.

Published on August 25, 2026