Gautam Adani was the central figure in the bribery scheme, as revealed by the Eastern District Court in New York City. He led the entire operation, which was carefully planned in 2020 by Adani himself, along with co-conspirators Sagar Adani, Vneet Jaain, and four others. According to the SEC’s investigation, the scheme was thoroughly organized, with detailed analysis prepared using Excel spreadsheets and PowerPoint presentations.
The indictment order revealed that to help the defendants Cyril Cabanes, Saurabh Agarwal, Deepak Malhotra, Rupesh Agarwal, and Co-Conspirator No.1, is a citizen of the UK, who resided in Hong Kong. He determined which corrupt payment option was best, Rupesh Agarwal prepared multiple analyses using PowerPoint and Excel. One of the PowerPoints prepared by Rupesh Agarwal summarized the options, described as “commercial proposal[s],” that Adani had suggested, including the U.S. Issuer: (i) directly paying the Indian Energy Company the amounts owed to Gautam Adani, described as a “Development Fee”; (ii) transferring all of its Manufacturing Linked Project PPAs to the Indian Energy Company; (iii) transferring only the 2.3GW PPAs to the Indian Energy Company; and (iv) entering into a joint venture with the Indian Energy Company whereby the Indian Energy Company would build and operate the U.S. Issuer’s projects. That PowerPoint also contemplated transferring the 2.3 GW PPAs to the Indian Energy Company and paying the Indian Energy Company a $7.3 million “fee” in connection with the 650 MW PPAs, which PPAs the U.S. Issuer would continue to retain and develop under the Manufacturing Linked Project.
In or about and between 2022 and the present, the defendants Cyril Cabanes, Saurabh Agarwal, Deepak Malhotra, and Rupesh Agarwal. Co-Cospirator No.1 took numerous additional steps to conceal their participation in the Bribery Scheme and interfere with the Government Investigations. Specifically, Cabanes, Saurabh Agarwal, Malhotra, Rupesh, and Co-ConSpirator No.1 destroyed and otherwise concealed evidence, including a PowerPoint analysis and electronic communications, thereby impairing the availability of records, documents, objects, and other things for use in the Government Investigations.
Gautam Adani and Sagar Adani, executives of Adani Green Energy Ltd., and Cyril Cabanes, an executive of Azure Power Global Ltd., for conduct arising out of a massive bribery scheme. According to the SEC’s allegations, the bribery scheme was orchestrated to enable the two renewable energy companies to capitalize on a multi-billion-dollar solar energy project that the companies had been awarded by the Indian government. During the alleged scheme, Adani Green raised more than $175 million from U.S. investors, and Azure Power’s stock was traded on the New York Stock Exchange.In one action, the SEC charged Gautam Adani, Chairman of Adani Green’s Board of Directors, and his nephew, Sagar Adani, Executive Director of Adani Green’s Board. According to the SEC’s complaint, Gautam and Sagar Adani orchestrated a bribery scheme that involved paying or promising to pay the equivalent of hundreds of millions of dollars in bribes to Indian government officials to secure their commitment to purchase energy at above-market rates that would benefit Adani green and Azure Power. As alleged, Gautam and Sagar Adani were engaged in the bribery scheme during a September 2021 note offering by Adani Green that raised $750 million, including approximately $175 million from U.S. investors. The Adani Green offering materials included statements about its anti-corruption and anti-bribery efforts that were materially false or misleading in light of Gautam and Sagar Adani’s conduct.
In the other action, the SEC charged Cyril Cabanes, a former member of Azure Power’s Board of Directors, with Foreign Corrupt Practices Act (FCPA) violations for his role in the alleged bribery scheme. According to the SEC’s complaint, Cabanes allegedly facilitated the authorization of bribes in furtherance of the scheme while in the United States and abroad.
“As alleged, Gautam and Sagar Adani induced U.S. investors to buy Adani Green bonds through an offering process that misrepresented not only that Adani Green had a robust anti-bribery compliance program but also that the company’s senior management had not and would not pay or promise to pay bribes, and Cyril Cabanes participated in the underlying bribery scheme while serving as director of a U.S. public company,” said Sanjay Wadhwa, Acting Director of the SEC’s Division of Enforcement. “We will continue to vigorously pursue and hold individuals, including senior corporate officers and directors, accountable when they violate our securities laws.”
The SEC’s complaint against Gautam and Sagar Adani charges them with violating the antifraud provisions of the federal securities laws. The complaint seeks permanent injunctions, civil penalties, and officer and director bars. The SEC’s complaint against Cabanes charges him with violating the FCPA and seeks a permanent injunction, a civil penalty, and an officer and director bar. Both complaints were filed in the U.S. District Court for the Eastern District of New York.
