A PIL petitioner on the Adani-Hindenburg matter has made a series of charges against the Securities and Exchange Board of India (Sebi) in an affidavit — alleging the market regulator brought a series of amendments to “benefit the conglomerate” and it “slept over” a Directorate of Revenue Intelligence’s (DRI) letter on alleged stock manipulation by the Adani firms back in 2014.
The Supreme Court is hearing four PILs on the Adani-Hindenburg issue, including that of the present petitioner Anamika Jaiswal, a law student.
The petitioner alleged that Sebi “tied its own hands’’ by making significant regulatory changes in 2018 and 2019 wherein it diluted and repealed restrictions on “opaque structure’’ in the FPI rules.
Last month, Sebi informed the Supreme Court through a status report that it had completed the probe in 22 of the 24 matters against the Adani group and is awaiting information from five tax havens on the actual owners who had invested in its group firms.
The markets regulator has been looking into three areas as per the remit given bythe top court — whether there has been any violation of the minimum public shareholding (MPS) norms; whether there has been any failure to disclose transaction with related parties; and any manipulation of stock prices incontravention of laws.
On the MPS matter, while the allegation is that the Adani group has not complied with the rule as overseas proxies have invested in its group firms, Sebi said its investigation covered 13 overseas entities, 12 foreign portfolio investors and one foreign entity.
As many of the entities linked to these foreign investors are located in tax haven jurisdictions, establishing the economic interest shareholders of the 12 FPIs remains a challenge.
The time period for investigation into this allegation was between April 1, 2016 and September 30, 2020.
The petitioner alleged that while Sebi investigated violation of the MPS rule between 2016 and 2020, the entire period from October 2020 till the publishing of the Hindenburg report was kept outside of its probe purview.
Jaiswal also referred to the OCCRP report which alleged that opaque investment funds based in Mauritius, owned or controlled by persons linked to the Adani group, had invested and traded in millions of dollars worth of group stocks.
She said that two funds named in the report Emerging India Focus Fund and EM Resurgent Fund also figure in Sebi’s list of 13 foreign entity firms. But it has not been successful in tracing their beneficial owners.
The petitioner claimed that if the revelations with only two of the 13 overseas entities suspected by Sebi expose violation of Rule 19A of the SCRA, it can be “reasonably expected that further violations of the minimum public shareholding requirement would be established if effective and timely investigations could or can still be conducted into all the 13 suspected entities’’.
The affidavit also cited the 2014 investigation by the Directorate of Revenue Intelligence (DRI) on allegations of overvaluation of import or equipment and machinery by various entities of the Adani group.
“The petitioner herein submits that not only has Sebi suppressed important facts from this court and slept over DRI alerts, but there is also an apparent conflict of interest in Sebi conducting the Adani investigation.
“Mr Cyril Shroff, Managing Partner, Cyril Amarchand Mangaldas, has been a member of Sebi’s committee on corporate governance, which looks at offences like insider trading,” the affidavit said, adding Shroff’s daughter is married to Gautam Adani’s son that shows a clear conflict of interest.
