Gautam S. Adani, The Business Baron, Indicted By Federal Prosecutor(s) In New York With Multiple Counts Of Fraud:
HDM:SME/MRG/SJ/AT
F. #2022R00935
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK
__________________________________
UNITED STATES OF AMERICA INDICTMENT
against - Cr. No, 24-CR-433
(T. 15, U.S.C., §§ 78j(b) and 78ff; T. 18,
GAUTAM S. ADANI, U.S.C., §§ 371, 981(a)(1)(C), 982(a)(2)(A),
SAGAR R. ADANI, 982(b)(1), 1349, 1512(k), 2, 3238 and 3551 et
VNEET S. JAAIN, seq.; T. 21, U.S.C., § 853(p); T. 28, U.S.C.,
RANJIT GUPTA, § 2461(c))
CYRIL CABANES, Judge Nicholas G. Garaufis
SAURABH AGARWAL, Magistrate Judge James R. Cho
DEEPAK MALHOTRA and
RUPESH AGARWAL,
Defendants.
________________________________
THE GRAND JURY CHARGES:
At all times relevant to this Indictment, unless otherwise stated:
I. Background
A. Overview
1. In or about and between 2020 and 2024, senior executives of (i) an Indian renewable-energy company, which was a portfolio company of an Indian conglomerate; (ii) an issuer company that operated in the renewable-energy sector whose securities were traded on a United States exchange; and (iii) that issuer’s largest shareholder, a Canadian institutional investor, participated in a scheme to bribe Indian government officials to ensure the execution of lucrative solar energy supply contracts with Indian government entities. During the same period, senior executives of the Indian renewable-energy company (i) conspired to misrepresent the company’s anti-bribery practices to United States-based investors and international financial institutions and (ii) concealed from those same investors and institutions their bribery of Indian government officials to obtain billions of dollars in financing for green energy projects, including the corrupt solar energy supply contracts. In addition, senior executives of the issuer company and its Canadian institutional investor conspired to obstruct the United States government’s investigations into the bribery scheme.
B. Entities Associated with the Defendants
2. The “Conglomerate”! was a diversified, multinational organization, which had its corporate offices in India. The Conglomerate was one of India’s largest business organizations and was comprised of portfolio companies, including the “Indian Energy Company.”
3. The “Indian Energy Company” was a renewable-energy company
operating and headquartered in India. The Indian Energy Company was a portfolio company of the Conglomerate, and its securities were publicly traded in India.
4. The “U.S. Issuer” was a renewable-energy company incorporated in Mauritius. The U.S. Issuer had securities that were registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Title 15, United States Code, Section 781) and traded on the New York Stock Exchange until approximately November 2023. The U.S. Issuer was required to file periodic reports with the United States Securities and Exchange Commission (“SEC”) until approximately April 2024. The U.S. Issuer was an “issuer,” as that term is used in the Foreign Corrupt Practices Act (““FCPA”), Title 15, United States Code, Section 78dd-1(a).
5. The “U.S. Issuer’s Subsidiary” was a majority-owned and controlled subsidiary of the U.S. Issuer headquartered in India that built and operated renewable-energy projects in India. The U.S. Issuer’s Subsidiary was an “agent” of an issuer, the U.S. Issuer, as that term is used in the FCPA, Title 15, United States Code, Section 78dd-1(a), until approximately April 2024. For purposes of sections IV through V of this Indictment only, the term “U.S. Issuer” encompasses the “U.S. Issuer,” the “U.S. Issuer’s Subsidiary” and the other wholly or majority-owned subsidiaries of the two entities.
6. The “Canadian Investor” was an institutional investor headquartered in
Canada that managed funds for Canadian public retirement and insurance plans.
7. The “Canadian Investor’s Subsidiary” was a wholly-owned subsidiary of
the Canadian Investor. The Canadian Investor’s Subsidiary was the U.S. Issuer’s majority
stockholder.
C. The Defendants
8. The defendant GAUTAM S. ADANI was a citizen of India who resided in India. GAUTAM S. ADANI was the Founder of the Conglomerate. The Conglomerate included numerous portfolio companies, including the Indian Energy Company. GAUTAM S. ADANI served as the Chairman and as a Non-Executive Director of the Indian Energy Company’s Board of Directors.
9. The defendant SAGAR R. ADANI was a citizen of India who resided in India and was the defendant GAUTAM S. ADANI’s nephew. From approximately October 2018 through the present, SAGAR R. ADANI was the Executive Director of the Indian Energy Company’s Board of Directors.
10. The defendant VNEET S. JAAIN was a citizen of India who resided in
India. From approximately July 2020 through May 2023, JAAIN was the Chief Executive
Officer (“CEO”) of the Indian Energy Company. From approximately July 2020 through the
present, JAAIN was the Managing Director of the Indian Energy Company’s Board of Directors.
11. The defendant RANJIT GUPTA was a citizen of India who resided in
India. From approximately July 2019 through April 2022, GUPTA was the CEO of the U.S.
Issuer and the CEO and Managing Director of the U.S. Issuer’s Subsidiary. GUPTA was an
“officer,” 99 66 “employee” and “agent” of an issuer, the U.S. Issuer, as those terms are used in the
FCPA, Title 15, United States Code, Section 78dd-1 (a).
12. The defendant CYRIL CABANES was a citizen of Australia and France
who resided in Singapore. From approximately February 2016 through October 2023,
CABANES was employed by a company associated with the Canadian Investor and, from
approximately January 2017 through October 2023, was a Non-Executive Director of the Boards
of Directors of the U.S. Issuer and the U.S. Issuer’s Subsidiary. CABANES was a “director” of
an issuer, the U.S. Issuer, as that term is used in the FCPA, Title 15, United States Code, Section
78dd-1(a).
13. The defendant SAURABH AGARWAL was a citizen of India who resided in India. From approximately May 2017 through July 2023, SAURABH AGARWAL was employed by a company associated with the Canadian Investor and reported to the defendant CYRIL CABANES. SAURABH AGARWAL was a “person,” as that term is used in the FCPA, Title 15, United States Code, Section 78dd-3(a).
14. The defendant DEEPAK MALHOTRA was a citizen of India who resided in India. From approximately September 2018 through October 2023, MALHOTRA was employed by a company associated with the Canadian Investor and, from approximately November 2019 through October 2023, was a Non-Executive Director of the Boards of Directors of the U.S. Issuer and the U.S. Issuer’s Subsidiary. MALHOTRA was a “director” of an issuer, the U.S. Issuer, as that term is used in the FCPA, Title 15, United States Code, Section 78ddI(a).
15. The defendant RUPESH AGARWAL was a citizen of India who resided in India. From approximately the spring of 2022 to July 2022, RUPESH AGARWAL was a consultant for the U.S. Issuer and the U.S. Issuer’s Subsidiary. From approximately July 2022 to August 2022, RUPESH AGARWAL was the Chief Strategy and Commercial Officer for the U.S. Issuer and the U.S. Issuer’s Subsidiary. From approximately August 2022 through July 2023, RUPESH AGARWAL was the acting CEO of the U.S. Issuer and the U.S. Issuer’s Subsidiary. RUPESH AGARWAL was an “officer,” “employee” and “agent” of an issuer, the U.S. Issuer, as those terms are used in the FCPA, Title 15, United States Code, Section 78ddI(a). D. Relevant Individuals and Entities
16. | Co-Conspirator #1 was a citizen of the United Kingdom who resided in Hong Kong. From approximately October 2021 through October 2023, Co-Conspirator #1 was the Non-Executive Chairman of the U.S. Issuer’s and the U.S. Issuer’s Subsidiary’s Boards of Directors. Co-Conspirator #1 was a “director” and “agent” of an issuer, the U.S. Issuer, as those terms are used in the FCPA, Title 15, United States Code, Section 78dd-1(a).
17. | Co-Conspirator #2 was a citizen of India who resided in India. From approximately July 2019 through April 2022, Co-Conspirator #2 held high-ranking executive positions at the U.S. Issuer and the U.S. Issuer’s Subsidiary. Co-Conspirator #2 was an “officer,” 29 66 “employee” and “agent” of an issuer, the U.S. Issuer, as those terms are used in the FCPA, Title 15, United States Code, Section 78dd-1(a).
18. Foreign Official #1 was a citizen of India who resided in India. From approximately May 2019 through June 2024, Foreign Official #1 served as a high-ranking government official of Andhra Pradesh, India. Foreign Official #1 was a “foreign official,” as that term is used in the FCPA, Title 15, United States Code, Sections 78dd-1(f)(1)(A) and 78dd- 3(f)(2)(A).
19. | The Solar Energy Corporation of India (“SECT”) was a company of the Ministry of New and Renewable Energy under the central government of India whose mission was, among other things, to increase the use of renewable-energy in India. SECI was stateowned and state-controlled and performed a function that India treated as its own. SECI was an “instrumentality” of the Indian government, and SECI’s officers and employees were “foreign officials,” as those terms are used in the FCPA, Title 15, United States Code, Sections 78dd- 1(f)(1)(A) and 78dd-3(f)(2)(A).
20. The country of India was comprised of numerous states and regions (also referred to as union territories), including Chhattisgarh, Tamil Nadu, Odisha, Jammu and Kashmir and Andhra Pradesh, which were governed by their own respective state and union governments. Generally, the governing bodies of the states and union territories included a chief minister and council of ministers. These governing bodies were “department[s]” and “agenc[ies]” of the Indian government, and the officers and employees of these governing bodies were “foreign officials,” as those terms are used in the FCPA, Title 15, United States Code, Sections 78dd-1(f)(1)(A) and 78dd-3(f)(2)(A).
21. The Chhattisgarh State Power Distribution Company Limited, Tamil Nadu Generation and Distribution Corporation Limited, GRIDCO Limited, Jammu Kashmir Power Corporation Limited, Andhra Pradesh Central Power Distribution Corporation Limited, Andhra Pradesh Eastern Power Distribution Company Limited and Andhra Pradesh Southern Power Distribution Company Limited (collectively, the “State Distribution Companies”) were electricity distribution companies in India that were state-owned and state-controlled and performed functions that the state governments in India treated as their own. The State Distribution Companies were “instrumentalities” of the Indian government, and their officers and employees were “foreign officials,” as those terms are used in the FCPA, Title 15, United States Code, Sections 78dd-1(f)(1)(A) and 78dd-3(f)(2)(A).
Il. Terms and Definitions
22. A Power Sale Agreement (“PSA”) was an agreement between an electricity distribution company and SECI, pursuant to which the electricity distribution company agreed to purchase solar power from SECI at certain negotiated rates.
23. | A Power Purchase Agreement (“PPA”) was an agreement between SECI and an energy producer, pursuant to which the energy producer agreed to supply energy to SECI at certain negotiated rates.
24. The Indian rupee (“INR”) was the domestic currency of India.
25. A “lakh” was equivalent to 100,000 under Indian numbering conventions.
26. A “crore” was equivalent to 10 million, or 100 lakhs, under Indian numbering conventions.
27. A “security” was, among other things, any note, stock, bond, debenture, evidence of indebtedness, investment contract or participation in any profit-sharing agreement.
28. A “syndicated loan” was a loan arranged by one or more banks on behalf of a group of lenders, referred to as a syndicate, who worked together to provide funds for a single borrower.
29. A “facility agreement” was a loan agreement between a borrowing company and a lender or group of lenders that allowed the borrowing company to take out money from the loan periodically over an extended period of time.
30. A “bond” was a fixed-income instrument and investment product where investors lent money to a government or company at a certain interest rate for an amount of time.
The entity repaid investors interest in addition to repaying the original face value of the bond.
31. Rule 144A of the Securities Act of 1933 provided a mechanism for the sale of securities, such as bonds (“Rule 144A Bonds”), that were privately placed to qualified institutional buyers (“QIBs”) in the United States and elsewhere.
32. An “offering circular” was a detailed document provided by an issuer of securities to potential investors containing important information about the issuer, its affiliates and the offered securities.
33. A “bookrunner” was a financial institution responsible for managing and coordinating the issuance and sale of securities. In the context of Rule 144A Bonds, a bookrunner, among other things, collaborated with the issuer to determine the appropriate price and structure of the securities being offered, helped the issuer market the offering to potential investors, including through roadshows, and participated in allocating the securities to investors. Multiple bookrunners on a transaction were referred to as “joint bookrunners.”
34. A “subscription agreement” was a legal document used in the process of issuing securities. In the context of Rule 144A Bonds, a subscription agreement served as a contract between an issuer and a bookrunner or joint bookrunners, outlining the terms and conditions under which the bookrunners agree to market and distribute the issuer’s securities.
35. An “integrated annual report” was a comprehensive report that included financial and non-financial information about an organization to provide an overall view of the organization’s performance, strategy, governance and future prospects. Investors and potential investors used annual reports to evaluate a company’s financial performance and to make investment decisions.
Ill. The Foreign Corrupt Practices Act
36. |The FCPA was enacted by Congress for the purpose of, among other things, making it unlawful for certain classes of persons and entities to act corruptly in furtherance of an offer, promise, authorization or payment of money or anything of value, directly or indirectly, to a foreign official for the purpose of obtaining or retaining business for, or directing business to, any person.
IV. Overview of the Criminal Schemes
A. The Bribery and Obstruction Schemes
37. Beginning in or about 2020, defendant RANJIT GUPTA and CoConspirator #2, while acting within the scope of their employment as officers, employees and agents of the U.S. Issuer, knowingly and willfully conspired and agreed with each other and others, including but not limited to the defendants GAUTAM S. ADANI, SAGAR R. ADANI and VNEET S. JAAIN, to corruptly offer, authorize, promise to pay and to pay bribes to and for the benefit of government officials in India to cause Indian state electricity distribution companies to enter into contracts with SEC] in order for the Indian Energy Company, the Indian Energy Company’s subsidiaries and the U.S. Issuer to obtain and retain business. At various times in or about and between 2021 and 2022, other individuals, including but not limited to the defendants CYRIL CABANES, SAURABH AGARWAL, DEEPAK MALHOTRA, RUPESH AGARWAL and Co-Conspirator #1, knowingly and willfully joined the conspiracy.
38. | To accomplish the objectives of the then ongoing illegal bribery scheme, the defendants CYRIL CABANES, SAURABH AGARWAL, DEEPAK MALHOTRA, RUPESH AGARWAL and Co-Conspirator #1, together with others, also agreed knowingly and corruptly to conceal the scheme from the United States government, including by obstructing an investigation by a grand jury in the Eastern District of New York (the “Grand Jury Investigation”), an investigation by the Federal Bureau of Investigation (the “FBI Investigation”) and an investigation by the SEC (the “SEC Investigation”) (collectively, the “Government Investigations”). As part of that scheme, beginning in approximately 2022, CABANES, SAURABH AGARWAL, MALHOTRA, RUPESH AGARWAL and Co-Conspirator #1 agreed with each other and others to destroy and suppress documents and communications and provide false information to the United States government in connection with the Government Investigations.
B. The Securities Fraud and Wire Fraud Schemes
39. In or about and between 2020 and 2024, in order to fund its operations, the Indian Energy Company and certain of its subsidiaries engaged in a series of financial transactions, including: (i) obtaining more than $2 billion of United States-dollar denominated bank loans from international financial institutions and United States-based asset management companies; and (ii) offering more than $1 billion in securities underwritten by international financial institutions and marketed and sold to investors in the United States, among other places. In connection with these financial transactions, investors irrevocably committed themselves in the United States to invest millions of dollars in the securities of the Indian Energy Company.
40. In connection with these transactions, the Indian Energy Company and its directors, management team and employees, including the defendants GAUTAM S. ADANI, SAGAR R. ADANI and VNEET S. JAAIN, made or caused others to make false and misleading statements, and omitted material facts that rendered certain statements misleading, to investors, joint bookrunners and lenders regarding the Indian Energy Company’s anti-bribery commitments and practices and the bribery scheme described herein.
41. The Indian Energy Company and its directors, management team and employees, including the defendants GAUTAM S. ADANI, SAGAR R. ADANI and VNEET S. JAAIN, relied on the United States financial system to perpetuate this fraudulent scheme by, among other things, seeking and securing investors and potential investors physically located in the United States and causing wires to be sent and received that passed through the United States, including through the Eastern District of New York.
V. The Conspiracies to Violate the FCPA and Obstruct Justice
A. The Corrupt Solar Project
42. In or about and between December 2019 and July 2020, the U.S. Issuer and the Indian Energy Company’s subsidiary won and were issued letters of award (“LOAs”) for a manufacturing-linked solar tender offered by SECI (the “Manufacturing Linked Project”). As part of that award, the U.S. Issuer agreed to supply four gigawatts of solar power to SECI, and the Indian Energy Company’s subsidiary agreed to supply eight gigawatts of solar power to SECI. SECI, in turn, was responsible for finding state electricity distribution companies that would purchase the 12 gigawatts of power that the Indian Energy Company’s subsidiary and the U.S. Issuer had agreed to supply.
43. The terms of the LOAs and amended LOAs obligated SECI to purchase solar power from the U.S. Issuer and the Indian Energy Company’s subsidiaries at a fixed rate.
44. At the time of its award, the size and scope of the Manufacturing Linked Project was among the largest global solar energy projects. The Manufacturing Linked Project more than doubled the capacity of renewable-power under the Indian Energy Company’s and the U.S. Issuer’s portfolios. After the award, the Indian Energy Company issued a media release titled, “[the Indian Energy Company] Wins the World’s Largest Solar Award,” which included a statement from the defendant GAUTAM S. ADANI that the Indian Energy Company was “honoured to be selected by SECT for this landmark solar award.” Similarly, following the award, the U.S. Issuer published a media release announcing its four-gigawatt award as a part of “one of the largest solar projects ever awarded globally,” which included a statement from the defendant RANJIT GUPTA that “[w]ith this award, [the U.S. Issuer] will have a large pipeline of over 4 GW for an extended period of time.”
45. | The Manufacturing Linked Project was anticipated to generate considerable profits for its energy producers. For example, the U.S. Issuer anticipated that, over approximately 20 years, the Manufacturing Linked Project would generate more than $2 billion in profits after tax.
B. The Mechanics of the Bribery Scheme
i. GAUTAM S. ADANI, SAGAR R. ADANI, VNEET S. JAAIN, RANJIT
GUPTA and Co-Conspirator #2 Promise to Pay Bribes to Government
Officials
46. The high energy prices contemplated in the LOAs made it difficult for SECI to find Indian state buyers of energy under the Manufacturing Linked Project. After the award of the Manufacturing Linked Project, SECI unsuccessfully sought out Indian state and union governments to purchase the 12 gigawatts of solar power pursuant to PSAs. Without PSAs to sell the energy to a state buyer, SECI would not enter into corresponding PPAs to purchase power from the Indian Energy Company’s subsidiaries or the U.S. Issuer.
47. SECI’s inability to find purchasers jeopardized the lucrative LOAs, and corresponding revenue, that the Indian Energy Company’s subsidiary and the U.S. Issuer anticipated receiving from the Manufacturing Linked Project. As a result, in or about 2020, the defendants GAUTAM S. ADANI, SAGAR R. ADANI, VNEET S. JAAIN, RANJIT GUPTA and Co-Conspirator #2, among others, devised a scheme to offer, authorize, make and promise to make bribe payments to Indian government officials in exchange for the government officials causing state electricity distribution companies to enter into PSAs with SECI, which would allow the Indian Energy Company’s subsidiaries and the U.S. Issuer to secure PPAs with SECI (the “Bribery Scheme”). GUPTA and Co-Conspirator #2 agreed that the U.S. Issuer would pay for a portion of the promised bribes.
48. During the course of the Bribery Scheme, the co-conspirators undertook
extensive efforts to corruptly persuade government officials to cause state electricity distribution
companies to execute PSAs and frequently discussed those efforts amongst themselves,
including through the use of an electronic messaging application. In addition, the defendant
GAUTAM S. ADANI personally met with Foreign Official #1 in Andhra Pradesh to advance the
execution of a PSA between SECI and Andhra Pradesh’s state electricity distribution companies,
including on or about August 7, 2021, on or about September 12, 2021 and on or about
November 20, 2021.
49. In furtherance of the Bribery Scheme, the co-conspirators, through
GAUTAM S. ADANI, SAGAR R. ADANI, VNEET S. JAAIN and others, had offered and
promised to Indian government officials approximately 2,029 crore rupees (approximately $265
million)” in bribes in exchange for Indian government officials causing the state electricity
distribution companies to execute PSAs under the Manufacturing Linked Project, which would
benefit the Indian Energy Company’s subsidiaries and the U.S. Issuer. Approximately 1,750
crore rupees (approximately $228 million) of the corrupt payments was offered to Foreign
Official #1 in exchange for Foreign Official #1 causing Andhra Pradesh’s state electricity
2 Unless otherwise noted, all U.S. Dollar conversions from INR are based on the
approximate value of the INR to the U.S. Dollar in or about April 2022.
distribution companies to agree to purchase seven gigawatts of solar power from SECI under the
Manufacturing Linked Project.
50. Following the promise of bribes to Indian government officials, in or
about and between July 2021 and February 2022, electricity distribution companies for the states
and regions of Odisha, Jammu and Kashmir, Tamil Nadu, Chhattisgarh and Andhra Pradesh
entered into PSAs with SECI under the Manufacturing Linked Project. Andhra Pradesh’s
electricity distribution companies entered into a PSA with SECI on or about December 1, 2021,
pursuant to which the state agreed to purchase approximately seven gigawatts of solar power—
by far the largest amount of any Indian state or region.
51. | With executed PSAs under the Manufacturing Linked Project, SECI could
enter into corresponding PPAs to purchase solar power from the Indian Energy Company’s
subsidiaries and the U.S. Issuer. In or about and between October 2021 and February 2022, the
U.S. Issuer and the Indian Energy Company, through subsidiaries, executed PPAs with SECI.
Pursuant to the PPAs, the U.S. Issuer agreed to supply SECI with approximately 650 megawatts
of solar power for the Indian states and region of Chhattisgarh, Tamil Nadu, Odisha and Jammu
and Kashmir (collectively, the “650 MW PPAs”) and approximately 2.3 gigawatts of solar power
for the Indian state of Andhra Pradesh (the “2.3 GW PPAs”). Subsidiaries for the Indian Energy
Company, likewise, executed their own PPAs with SECI under which the subsidiaries agreed to
supply SECI with solar power for the Indian states and region of Chhattisgarh, Tamil Nadu,
Odisha, Jammu and Kashmir and Andhra Pradesh. Following the execution of the Andhra
Pradesh-linked PPAs by the Indian Energy Company’s subsidiaries, the Indian Energy Company
issued a press release quoting GAUTAM S. ADANI, who touted the signing of “the world’s
largest PPA with SECI.”
52. During and in furtherance of the Bribery Scheme, the defendant SAGAR
R. ADANI used his cellular phone to track specific details of the bribes offered and promised to
government officials (the “Bribe Notes”). The Bribe Notes identified: (i) the state or region for
which government officials had been offered a bribe; (ii) the total amount of the offered bribe;
and (iii) the approximate amount of solar power the state or region would agree to purchase in
exchange for the bribe. In most instances, the Bribe Notes also identified the per megawatt rate
for the total bribe amount offered, the abbreviated titles of the government officials who would
receive the bribes, and/or the allocation of the total bribe amount among government officials
within each state and region.
il. CYRIL CABANES, SAURABH AGARWAL and DEEPAK
MALHOTRA Learn of the Bribery Scheme
53. Before the U.S. Issuer entered into the 2.3 GW PPAs to supply solar
power for Andhra Pradesh, during a meeting in India, the defendants SAURABH AGARWAL
and DEEPAK MALHOTRA learned from the defendant RANJIT GUPTA and Co-Conspirator
#2 about payments to be made to secure the Andhra Pradesh-linked PPAs for the U.S. Issuer and
subsidiaries of the Indian Energy Company. SAURABH AGARWAL and MALHOTRA shared
that information with the defendant CYRIL CABANES.
54. Approximately five days later, on or about December 16, 2021, the U.S.
Issuer executed the 2.3 GW PPAs. ili. The Co-Conspirators’ Corrupt Efforts to Pay the Indian Energy Company
55. | Onor about April 25, 2022, the defendants GAUTAM S. ADANI,
VNEET S. JAAIN, RANJIT GUPTA and Co-Conspirator #2 were scheduled to meet in New
Delhi, Delhi, India to discuss the Bribery Scheme. In anticipation of the meeting, JAAIN used
his cellular phone to photograph a document summarizing the amounts the U.S. Issuer owed the
Indian Energy Company for its respective portion of the bribes promised by the Indian Energy
Company on behalf of the U.S. Issuer. The summary reflected that the U.S. Issuer owed the
Indian Energy Company: (i) 55 crore rupees (approximately $7 million) for the bribes that were
promised to secure the 650 MW PPAs; and (ii) 583 crore rupees (approximately $76 million) for
the bribes that were promised to secure the 2.3 GW PPAs.
56. However, also on or about April 25, 2022, the U.S. Issuer’s Board of
Directors asked the defendant RANJIT GUPTA and Co-Conspirator #2 to resign from their
positions, which they did. The next day, on or about April 26, 2022, the U.S. Issuer publicly
announced RANJIT GUPTA’s and Co-Conspirator #2’s resignations from their executive
positions.
57. On or about April 27, 2022, the defendant GAUTAM S. ADANI
contacted the defendant SAURABH AGARWAL to request a meeting with the U.S. Issuer’s
new leadership. Following his communications with GAUTAM S. ADANI, the defendants
CYRIL CABANES and SAURABH AGARWAL directed the defendant RUPESH AGARWAL
and Co-Conspirator #1 to attend a meeting with GAUTAM S. ADANI in Ahmedabad, Gujarat,
India on behalf of the U.S. Issuer.
58. | Onor about April 29, 2022, the defendant RUPESH AGARWAL and CoConspirator #1 met with the defendants GAUTAM S. ADANI, SAGAR R. ADANI and VNEET
S. JAAIN at the Conglomerate’s corporate office in Ahmedabad, Gujarat, India. During the
meeting, GAUTAM S. ADANI detailed aspects of the Bribery Scheme, including, among others:
(i) the corrupt agreement with the defendant RANJIT GUPTA and Co-Conspirator #2 to secure
relevant contracts under the Manufacturing Linked Project through bribe payments to Indian
government officials; (ii) that the Canadian Investor had approved the corrupt agreement; (iii)
that, for its share of the bribe payments, the U.S. Issuer owed GAUTAM S. ADANI 25 lakh
rupees per megawatt of power for securing the 2.3 GW PPAs and 55 crore rupees for securing
the 650 MW PPAs; and (iv) steps GAUTAM S. ADANI personally took to offer bribes to Indian
government officials. In addition, GAUTAM S. ADANI presented multiple options by which
the U.S. Issuer could conceal satisfaction of its portion of the bribe payments, including by
transferring the 2.3 GW PPAs from the U.S. Issuer to the Indian Energy Company or its
subsidiaries.
59. Following the April 29, 2022 meeting, the defendants CYRIL CABANES,
SAURABH AGARWAL, DEEPAK MALHOTRA, RUPESH AGARWAL and CoConspirator #1 planned how the U.S. Issuer would pay for the portion of bribe payments that the
Indian Energy Company had promised to make on the U.S. Issuer’s behalf. As discussed further
below, to further the Bribery Scheme, CABANES, SAURABH AGARWAL, MALHOTRA,
RUPESH AGARWAL and Co-Conspirator #1 also agreed to hide their own involvement in the
Bribery Scheme.
60. To help the defendants CYRIL CABANES, SAURABH AGARWAL,
DEEPAK MALHOTRA, RUPESH AGARWAL and Co-Conspirator #1 determine 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 the defendant GAUTAM S. ADANI
had suggested, including the U.S. Issuer: (i) directly paying the Indian Energy Company the
amounts owed to GAUTAM S. ADANI, described as a “Development Fee”; (ii) transferring all
of its Manufacturing Linked Project PPAs to the Indian Energy Company; (iii) transferring only
the 2.3 GW 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.
61. | The corrupt payment analyses prepared by the defendant RUPESH
AGARWAL described a coordinated effort by the Indian Energy Company and the U.S. Issuer to
facilitate the transfer of the 2.3 GW PPAs to the Indian Energy Company and stated that, where
regulatory approval was required from SECI, the defendant GAUTAM S. ADANI would obtain
the approval.
62. During the course of the Bribery Scheme, the defendants CYRIL
CABANES, SAURABH AGARWAL, DEEPAK MALHOTRA and RUPESH AGARWAL, and
Co-Conspirator #1, regularly communicated about and in furtherance of the corrupt scheme,
including via electronic messaging, some of which communications occurred while CABANES,
SAURABH AGARWAL and Co-Conspirator #1 were in the United States.
63. | When communicating about the Bribery Scheme, the defendants CYRIL
CABANES, SAURABH AGARWAL, DEEPAK MALHOTRA, RUPESH AGARWAL and CoConspirator #1 often referred to the defendants GAUTAM S. ADANI and VNEET S. JAAIN by
code names. Specifically, among other things, CABANES, SAURABH AGARWAL,
MALHOTRA, RUPESH AGARWAL and Co-Conspirator #1 referred to GAUTAM S. ADANI
as “SAG,” “Mr[.] A,” “Numero uno” and “the big man,” and referred to JAAIN as “V,” “snake”
and “Numero uno minus one.”
64. On or about June 14, 2022, the defendants GAUTAM S. ADANI, SAGAR
R. ADANI and VNEET S. JAAIN met with the defendant RUPESH AGARWAL and CoConspirator #1 at the Conglomerate’s corporate office in Ahmedabad, Gujarat, India. Prior to
the meeting, Co-Conspirator #1 discussed with the defendants CYRIL CABANES, SAURABH
AGARWAL, DEEPAK MALHOTRA and RUPESH AGARWAL a plan to return the 2.3 GW
PPAs to SECI as a way to transfer value to the Indian Energy Company to satisfy a portion of the
U.S. Issuer’s bribes. As a result, at the meeting, Co-Conspirator #1 told GAUTAM S. ADANI
that the U.S. Issuer would return the 2.3 GW PPAs to SECI, with the understanding that the
Indian Energy Company or its subsidiary would acquire the project for itself, thereby satisfying a
portion of the U.S. Issuer’s bribes. Co-Conspirator #1 also agreed that the U.S. Issuer would pay
the Indian Energy Company its portion—approximately $7 million—of the bribe payments
promised by the Indian Energy Company to Indian government officials to secure the 650 MW
PPAs, which corrupt payment would facilitate the U.S. Issuer’s retention of the remaining
portions of the Manufacturing Linked Project.
65. Thereafter, the defendants CYRIL CABANES, SAURABH AGARWAL,
DEEPAK MALHOTRA and RUPESH AGARWAL, and Co-Conspirator #1, worked to
implement the transfer of the 2.3 GW PPAs to the Indian Energy Company and to identify a
means to transfer millions of dollars to the Indian Energy Company while the U.S. Issuer
retained the 650 MW PPAs.
iv. The Corrupt Transfer of the 2.3 GW PPAs to the Indian Energy
Company’s Subsidiary
66. The defendants CYRIL CABANES, SAURABH AGARWAL, DEEPAK
MALHOTRA and RUPESH AGARWAL, and Co-Conspirator #1, needed approval from the
U.S. Issuer’s Boards of Directors to transfer the valuable 2.3 GW PPAs to the Indian Energy
Company and/or its subsidiary. To do so, they contrived pretextual reasons to return the 2.3 GW
PPAs to SECI, which they presented to the U.S. Issuer’s Boards of Directors. Specifically,
CABANES, SAURABH AGARWAL, MALHOTRA, RUPESH AGARWAL and CoConspirator # 1 claimed that the need to return the 2.3 GW PPAs to SECI was based on thenongoing litigation regarding the project and deteriorating economics, which reasons were meant
to obfuscate the true reason the U.S. Issuer was returning the projects to SECI. CABANES,
SAURABH AGARWAL, MALHOTRA, RUPESH AGARWAL and Co-Conspirator #1 also
concealed from the Boards of Directors and others to whom they reported the corrupt monies
they had agreed to pay to the Indian Energy Company for the bribes promised to secure the 650
MW PPAs. On or about November 22, 2022, the U.S. Issuer’s Board of Directors authorized
sending a letter to SECI to begin discussions about the U.S. Issuer withdrawing from the 2.3 GW
PPAs.
67. The defendants GAUTAM S. ADANI, SAGAR R. ADANI and VNEET
S. JAAIN, who were secretly directing the U.S. Issuer’s return of the 2.3 GW PPAs to SECI,
kept each other apprised of the progress on the project’s return. The same day that the U.S.
Issuer’s Board of Directors authorized the letter to SECI, on or about November 22, 2022,
SAGAR R. ADANI sent an electronic message to GAUTAM S. ADANI stating that “24th
(Thursday) there is [a] board meeting in [the U.S. Issuer] where they are expected to approve the
final letter to be sent to SECI. We will keep close track and chase it up properly.” GAUTAM S.
ADANI responded to the message, “Ok.”
68. On or about December 7, 2022, the U.S. Issuer sent a letter to SECI
requesting a meeting with SEC] to discuss the 2.3 GW PPAs.
69. The following day, on or about December 8, 2022, SAGAR R. ADANI
sent an electronic message to GAUTAM S. ADANI stating that the U.S. Issuer “has finally
submitted letter to SECI today . . .. Will follow for next steps closely.”
70. The defendants SAGAR R. ADANI and VNEET S. JAAIN and other
Indian Energy Company personnel also secretly influenced the SEC] process for reallocation of
the 2.3 GW PPAs to the Indian Energy Company’s subsidiary, including by directing the U.S.
Issuer’s submissions to SECI and by obtaining and revising internal SECI documents.
71. | Onor about March 18, 2024, SECI sent letters to the U.S. Issuer
terminating the 2.3 GW PPAs, authorizing reallocation of the 2.3 GW PPAs to the Indian Energy
Company’s subsidiary and affirming the U.S. Issuer’s obligation to continue developing the
650 MW PPAs.
72. Onor about March 28, 2024, as of which time the defendants RANJIT
GUPTA, CYRIL CABANES, SAURABH AGARWAL, DEEPAK MALHOTRA, and RUPESH
AGARWAL and Co-Conspirator #1 and Co-Conspirator #2 were no longer employed by the
U.S. Issuer and companies associated with the Canadian Investor, the U.S. Issuer publicly
announced, among other things, that it was withdrawing from the 650 MW PPAs.
C. The Obstruction Scheme
73. On or about March 17, 2022, as part of the SEC Investigation, the SEC
sent a “general inquiry” request to the U.S. Issuer, which included requests for information about
all contracts the U.S. Issuer had bid on and/or won since 2018, FCPA complaints and
investigations and the solicitation of anything of value by or on behalf of foreign government
officials.
74. Onor about March 25, 2022, Co-Conspirator #1 sent an electronic
message to the defendants CYRIL CABANES, SAURABH AGARWAL and DEEPAK
MALHOTRA alerting them that the U.S. Issuer had received an “SEC enquiry . . . about what
we have bid for/ won/ agents/ any compliance enquiry and any FCPA enquiry.” Several days
later, on or about March 29, 2022, the defendant RANJIT GUPTA also sent an electronic
message to MALHOTRA attaching the SEC’s inquiry to the U.S. Issuer, which letter
MALHOTRA then sent to CABANES and SAURABH AGARWAL. SAURABH AGARWAL
responded to the message, in part, ““We need the management to confirm the FCPA related
statements that will be released as a response.”
75. | To accomplish the objectives of the ongoing Bribery Scheme, beginning
in or about 2022, the defendants CYRIL CABANES, SAURABH AGARWAL, DEEPAK
MALHOTRA and RUPESH AGARWAL, and Co-Conspirator #1, agreed to suppress
documents, conceal information and provide false information to the United States government
for the purpose of obstructing, influencing and interfering with the Government Investigations
(the “Obstruction Scheme”).
76. To create the false appearance of transparency and good governance, in
or about August 2022, the defendants CYRIL CABANES, SAURABH AGARWAL, DEEPAK
MALHOTRA and RUPESH AGARWAL, and Co-Conspirator #1, caused the U.S. Issuer’s
Board of Directors to initiate an internal investigation run by a law firm headquartered in the
United States and supervised by a sub-committee of the Board of Directors. Part of the
Obstruction Scheme was to withhold key information about the Bribery Scheme, including the
plan to pay millions of dollars to the Indian Energy Company in connection with the 650 MW
PPAs that were to be retained by the U.S. Issuer, from the internal investigation and the
Government Investigations. In addition, CABANES, SAURABH AGARWAL, MALHOTRA,
RUPESH AGARWAL and Co-Conspirator #1 made and agreed to make certain selective
disclosures in connection with the internal investigation and the Government Investigations—
namely, revealing the defendants GAUTAM S. ADANI’s, SAGAR R. ADANI’s and VNEET S.
JAAIN’s requests for bribe money but concealing their own participation in the Bribery Scheme.
This strategy was designed to create the appearance that the co-conspirators were reporting
misconduct rather than perpetrating misconduct, which, in turn, aided the co-conspirators’
continued efforts to further the ongoing Bribery Scheme and to conceal the true nature of the
Bribery Scheme from the Board of Directors and the Government Investigations.
77. In or about and between 2022 and the present, the defendants CYRIL
CABANES, SAURABH AGARWAL, DEEPAK MALHOTRA and RUPESH AGARWAL, and
Co-Conspirator #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 AGARWAL and Co-Conspirator #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. In furtherance of the Obstruction Scheme:
(a) In or about June 2022, SAURABH AGARWAL and CABANES
agreed to delete electronic messages they had exchanged about what they would report to the
Canadian Investor and the Canadian Investor’s Subsidiary about the Bribery Scheme.
(b) ‘In or about early August 2022, Co-Conspirator #1 discussed with
MALHOTRA and RUPESH AGARWAL the deletion of incriminating electronic materials,
including emails, electronic messages and a PowerPoint analysis detailing options for how the
U.S. Issuer could compensate the Indian Energy Company for its portion of the bribes.
(c) On or about September 30, 2022, CABANES, SAURABH
AGARWAL, MALHOTRA, RUPESH AGARWAL and Co-Conspirator #1 agreed to conceal
their agreement to pay the defendant GAUTAM S. ADANI in connection with Bribery Scheme.
78. In or about and between March 2023 and July 2023, CABANES,
SAURABH AGARWAL, MALHOTRA, RUPESH AGARWAL and Co-Conspirator #1 met
with representatives from the FBI, Department of Justice (“DOJ”), and SEC in Brooklyn, New
York and, in furtherance of the Bribery Scheme, falsely denied their participation in the Bribery
Scheme.
VI. The Fraud Scheme
79. In or about and between 2020 and 2024, while engaged in the Bribery
Scheme, the defendants GAUTAM S. ADANI, SAGAR R. ADANI and VNEET S. JAAIN were
simultaneously engaged in a scheme to obtain United States dollar-denominated financing for the
Indian Energy Company and its subsidiaries, including from investors located in the United
States, on the basis of false and misleading statements, as well as material omissions that
rendered certain statements misleading, regarding the Indian Energy Company’s involvement in
the Bribery Scheme and its anti-bribery commitments and practices (the “Fraud Scheme”).
80. To obtain such financing, the defendants GAUTAM S. ADANI, SAGAR
R. ADANI and VNEET S. JAAIN approved financial transactions entered into by the Indian
Energy Company and its subsidiaries, including: (i) United States dollar-denominated syndicate
loans from lender groups comprised of international financial institutions and United Statesbased investors; and (ii) Rule 144A bond offerings underwritten by international financial
institutions, which were marketed and sold to investors in the United States, among other places.
Necessary documents for each of these financings contained false and misleading statements
about whether the Indian Energy Company engaged in bribery and the Indian Energy Company’s
overall commitment to anti-corruption principles and good governance.
81. The false statements, misrepresentations and material omissions that the
defendants GAUTAM S. ADANI, SAGAR R. ADANI and VNEET S. JAAIN made and caused
others to make induced investors to purchase bonds and financial institutions to lend money
pursuant to terms and at prices that did not account for the true risk associated with the
transactions, among other potential consequences of providing capital to the Indian Energy
Company or its subsidiaries, when the Indian Energy Company and its principals were engaged
in the Bribery Scheme.
The defendants GAUTAM S. ADANI, SAGAR R. ADANI and VNEET
S. JAAIN had direct control over the Indian Energy Company’s ability to raise capital. On or
about July 10, 2020, the Board of Directors of the Indian Energy Company passed a resolution
reconstituting its “Management Committee” and vesting certain powers in the Management
Committee (the “Indian Energy Company Board Resolution”). The four-member Management
Committee included GAUTAM S. ADANI, SAGAR R. ADANI and JAAIN. Powers vested in
the Management Committee included, among others, the powers to borrow funds from banks
and/or other financial institutions, make investments in subsidiary or joint venture companies
and issue securities.
83. In addition to authorizing fraudulent financial transactions, the defendants
GAUTAM S. ADANI and SAGAR R. ADANI took other actions in furtherance of the Fraud
Scheme. For example, in or about and between 2020 and 2023, GAUTAM S. ADANI and
SAGAR R. ADANI traveled to the United States to meet with prospective financial partners and
investors for the purpose of maintaining and improving the Conglomerate’s and the Indian
Energy Company’s access to United States-based capital.
84. Additionally, in connection with the publication of news articles regarding
the United States government’s investigation into the Bribery Scheme, the defendants GAUTAM
S. ADANI and SAGAR R. ADANI made or caused others to make false and misleading
statements publicly and privately to financial institutions about the Bribery Scheme and the
Indian Energy Company’s knowledge and awareness of the United States government’s
investigation into the Bribery Scheme.
A. The 2021 Fraudulent Financial Transactions
i. The 2021 Syndicate Loan
85. On or about March 5, 2021, four wholly-owned subsidiaries of the Indian
Energy Company (“the 2021 Project Companies”), which were established to develop certain of
the Indian Energy Company’s renewable-energy projects, raised a total of $1.35 billion in a
United States-dollar denominated senior secured debt facility (the “2021 Syndicate Loan”) from
the international branches of a group of global financial institutions (the “2021 Lenders”).
86. In connection with the 2021 Syndicate Loan, on or about March 5, 2021,
the 2021 Project Companies entered into a facility agreement with the 2021 Lenders (the “2021
Facility Agreement”). The 2021 Facility Agreement contained false and misleading statements
about the Indian Energy Company’s anti-bribery practices and policies. For example, the 2021
Facility Agreement included a false and misleading representation that neither the 2021 Project
Companies, nor any affiliates, which included the Indian Energy Company, or their
representatives had taken or would take any action in furtherance of an offer, payment, promise
to pay, or authorization or approval of the payment or giving of money, property, gifts or
anything else of value, directly or indirectly, to any government official to influence official
action or secure an improper advantage.
87. The defendants GAUTAM S. ADANI, SAGAR R. ADANI and VNEET
S. JAAIN authorized the 2021 Syndicate Loan while engaged in the Bribery Scheme, which, as
described above, included promises to pay government officials to influence official action
and/or secure an improper advantage. On or about March 1, 2021, just prior to finalizing the
2021 Syndicate Loan, Individual #1, the company secretary of the Indian Energy Company,
certified a copy of the operative July 2020 Indian Energy Company Board Resolution,
demonstrating that GAUTAM S. ADANI, SAGAR R. ADANI and JAAIN maintained the
authority to approve the 2021 Syndicate Loan, which resolution was provided to the 2021
Lenders in connection with the loan.
88. On or about December 6, 2021, one of the 2021 Lenders (“Financial
Institution #1”) sold from its Hong Kong branch approximately $70 million of its $325 million
commitment of the 2021 Syndicate Loan through two asset management companies, one of
which was headquartered in New York (the “Asset Managers”).
89. Prior to the sale, the Asset Managers undertook a due diligence process,
which included a review of the 2021 Facility Agreement containing the false and misleading
statements about the Indian Energy Company’s anti-bribery practices and policies described
above.
90. Access to the U.S. dollar-denominated loan funds required collecting,
sending and receiving wires within and through the United States, including through the Eastern
District of New York. To access the 2021 Syndicate Loan funds, the 2021 Project Companies
issued utilization requests to a financial institution designated as the “agent” bank among the
2021 Lenders (“Financial Institution #2”). Financial Institution #2 collected loan funds from the
2021 Lenders in a bank account at the New York branch of Financial Institution #2 and
subsequently wired the funds to another financial institution in the United States for onward
remittance to the 2021 Project Companies.
ii. The 2021 144A Bond
91. | Onor about September 8, 2021, the Indian Energy Company issued $750
million in senior secured notes due 2024 (the “2021 144A Bond”). The 2021 144A Bond was
marketed and offered to QIBs in the United States pursuant to Rule 144A of the Securities Act of
1933. In connection with the 2021 144A Bond, potential investors electronically received an
offering circular (“the 2021 Bond Circular”), a document that included information about, among
other things, the Conglomerate, the Indian Energy Company, the 2021 144A Bond, identified
risk factors, the 2021 Syndicate Loan, the Indian Energy Company’s Board of Directors and
senior management, the Indian Energy Company’s principal shareholders and a description of
the Indian Energy Company’s approximate 20 gigawatt portfolio, eight gigawatts of which was
the corrupt Manufacturing Linked Project.
92. The 2021 144A Bond raised money for the Indian Energy Company’s
ongoing projects, including the corrupt Manufacturing Linked Project. In the 2021 Bond
Circular and in marketing materials, the Indian Energy Company identified to investors the use
of proceeds for the 2021 144A Bond as capital expenditure requirements for the Indian Energy
Company’s under-construction projects at various stages of development, including the corrupt
Manufacturing Linked Project.
93. The defendants SAGAR R. ADANI and VNEET S. JAAIN reviewed and
approved the 2021 Bond Circular, which contained false and misleading assurances about the
Indian Energy Company’s anti-bribery practices and policies and its commitment to such
principles, purportedly backed by robust internal compliance measures. For example, the
2021 Bond Circular touted the Indian Energy Company’s risk management committee’s
oversight of anti-corruption and anti-bribery related matters. SAGAR R. ADANI and JAAIN,
who at the time of the 2021 144A Bond offering were engaged in the Bribery Scheme, were
members of the Indian Energy Company’s risk management committee and were senior directors
of the Indian Energy Company.
94. To market and sell the 2021 144A Bond to investors, the Indian Energy
Company engaged a group of global financial institutions as joint bookrunners (the “2021 Joint
Bookrunners”). The Indian Energy Company and the 2021 Joint Bookrunners entered into a
subscription agreement dated September 1, 2021 (the “2021 Subscription Agreement”). That
2021 Subscription Agreement included false and misleading representations regarding the Indian
Energy Company’s anti-bribery practices, including the false statement that the Indian Energy
Company and its representatives had not taken and would not take any action in furtherance of
an offer, payment, promise to pay, or authorization or approval of the payment or giving of
money, property, gifts or anything else of value, directly or indirectly, to any government official
to influence official action or secure an improper advantage. In the leadup to the bond pricing,
the defendant SAGAR R. ADANI was included on multiple emails containing the draft and
execution versions of the 2021 Subscription Agreement, as well as an email confirming the
Indian Energy Company’s signoff on the execution version of the 2021 Subscription Agreement.
95. While actively engaged in the Bribery Scheme, the defendants GAUTAM
S. ADANI, SAGAR R. ADANI and VNEET S. JAAIN authorized the Indian Energy Company
to issue the 2021 144A Bond and make use of the proceeds.
96. On or about August 26, 2021, the defendants SAGAR R. ADANI and
VNEET S. JAAIN, as members of the Management Committee of the Indian Energy Company,
passed a resolution authorizing the Indian Energy Company to issue securities in the amount of
$750 million. This resolution also set forth certain authorized signatories, including SAGAR R.
ADANI and JAAIN, who were permitted to, among other things, execute all relevant transaction
documents in furtherance of the 2021 144A Bond offering on behalf of the Indian Energy
Company.
97. Following the 2021 144A Bond issuance, in or about November 2021, the
defendants GAUTAM S. ADANI, SAGAR R. ADANI and VNEET S. JAAIN each approved a
formal Indian Energy Company “Note for Approval” authorizing the Indian Energy Company to
make use of the 2021 144A Bond proceeds and pass any necessary Board of Director resolutions.
98. The defendant SAGAR R. ADANI also played a key role in managing the
2021 144A Bond offering process and concealed the ongoing Bribery Scheme from the 2021
Joint Bookrunners and investors. For example, on or about July 30, 2021, the 2021 Joint
Bookrunners conducted a due diligence session with the Indian Energy Company management to
assist in the preparation of the 2021 Bond Circular and ensure that all material disclosures were
made. The 2021 Joint Bookrunners emailed a due diligence questionnaire in advance of the
session to SAGAR R. ADANI, among others. The questionnaire included queries about FCPA
compliance and whether the Indian Energy Company and its directors or officers, among others,
had made any unlawful payments to government officials. Following the session, the 2021 Joint
Bookrunners concluded that the 2021 144A Bond posed no anti-bribery-related issues and
proceeded with the 2021 144A Bond issuance. Additional due diligence sessions were
conducted on or about August 27, 2021 and on or about September 1, 2021.
99. On or about September 8, 2021, in connection with final pre-launch due
diligence efforts, counsel for the 2021 Joint Bookrunners emailed the defendant SAGAR R.
ADANI, among others, seeking confirmation that none of the responses to the questions
discussed during the due diligence sessions had changed and that the 2021 Bond Circular
contained all information regarding the Indian Energy Company that was material. On the same
day, Individual #1 responded affirmatively, copying the defendant SAGAR R. ADANI, and
further noting that there was “nothing else that the [2021 Joint Bookrunners], legal counsels or
investors in the Notes should know that is not disclosed in the [2021 Bond Circular].”
100. The defendant SAGAR R. ADANI was also involved in the marketing of
the bond to investors. He received draft roadshow presentations, represented the Indian Energy
Company during telephonic roadshow meetings with investors and otherwise participated in the
Indian Energy Company’s engagement with potential investors in the United States and
elsewhere.
101. Numerous wires, such as electronic messages and financial wires, passed
within and through the United States, including through the Eastern District of New York, in
connection with the 2021 144A Bond. For example, salespeople employed by the 2021 Joint
Bookrunners and located in New York City sent and received electronic messages in connection
with marketing the bond. Ultimately, approximately one quarter of the $750 million 2021 144A
Bond was allocated to United States-based investors.
B. GAUTAM S. ADANI and SAGAR R. ADANI Learn of the United States
Government’s Investigation
102. In or about March 2023, FBI special agents took steps in furtherance of
the FBI Investigation and the Grand Jury Investigation that revealed the existence of those
investigations, as well as certain crimes and individuals under investigation, to the defendant
SAGAR R. ADANI, which information was shared with the defendant GAUTAM S. ADANI.
Thereafter, in furtherance of the Fraud Scheme, SAGAR R. ADANI and GAUTAM S. ADANI
made or caused others to make false and misleading statements regarding the Bribery Scheme to
investors, potential investors and financial institutions.
103. Specifically, on or about March 17, 2023, FBI special agents approached
the defendant SAGAR R. ADANI in the United States and, pursuant to a judicially authorized
search warrant, took custody of electronic devices in his possession. At the same time, FBI
special agents provided SAGAR R. ADANI with a copy of the search warrant and served him
with a grand jury subpoena. The search warrant identified offenses, individuals and entities
under investigation by the United States government, specifically: violations of the FCPA,
securities fraud, wire fraud and related conspiracies involving SAGAR R. ADANI and the
defendants GAUTAM S. ADANI and VNEET S. JAAIN, as well as the Indian Energy
Company. The search warrant further described certain evidence subject to seizure, including
evidence “related to the payment of or an offer to pay, bribes, kickbacks or provide or offer to
provide any other thing of value to Indian government officials in order to obtain or retain
business advantages.”
104. Onor about March 18, 2023, the defendant GAUTAM S. ADANI emailed
himself photographs of each page of the search warrant executed and grand jury subpoena served
on the defendant SAGAR R. ADANI.
105. Thereafter, as discussed further below, despite knowing certain of the
subject offenses and individuals under investigation by the United States government, the
defendants GAUTAM S. ADANI and SAGAR R. ADANI not only concealed the Bribery
Scheme from financial institutions and investors in the United States and elsewhere but also
caused others to make false and misleading statements regarding their awareness and knowledge
of the United States government’s investigation and its subjects.
B. The 2023-2024 Fraudulent Transactions
i. The 2023 Syndicate Loan
106. On or about December 5, 2023, five project companies, wholly-owned by
the Indian Energy Company through a subsidiary (“the 2023 Project Companies”), which were
established to develop certain of the Indian Energy Company’s renewable-energy projects, raised
a total of $1.36 billion in a United States dollar-denominated senior secured debt facility (the
“2023 Syndicate Loan”) from international branches of a group of global financial institutions
(the “2023 Lenders”). The 2023 Project Companies were developing some of the solar projects
for the corrupt Manufacturing Linked Project described above.
107. Inconnection with the 2023 Syndicate Loan, the 2023 Project Companies
entered into a facility agreement with the 2023 Lenders (the “2023 Facility Agreement”). The
2023 Facility Agreement contained false assurances about the Indian Energy Company’s antibribery practices and policies, similar to those in the 2021 Facility Agreement described above.
108. In or about and between November and December 2023, the defendants
GAUTAM S. ADANI, SAGAR R. ADANI and VNEET S. JAAIN authorized the 2023
Syndicate Loan. Specifically, GAUTAM S. ADANI, SAGAR R. ADANI and JAAIN each
approved a formal “Note for approval” authorizing the terms of the 2023 Syndicate Loan, which
stated that a breach of anti-corruption covenants would constitute a “Major Event of Default.”
109. To access the 2023 Syndicate Loan funds, the 2023 Project Companies
issued utilization requests to Financial Institution #2, which served as the “agent” bank.
Financial Institution #2 collected loan funds from the 2023 Lenders in a bank account at the New
York branch of Financial Institution #2 and subsequently wired the funds to another financial
institution for onward remittance to the 2023 Project Companies.
ii. The 2024 144A Bond
110. Onor about March 12, 2024, three special purpose vehicles (the “2024
Project Companies”)—each a wholly-owned subsidiary of a joint venture equally owned by the
Indian Energy Company and another energy company—issued $409 million in senior secured
notes due 2042 (the “2024 144A Bond”). The Indian Energy Company had management control
over the joint venture and the 2024 Project Companies. The 2024 144A Bond was marketed and
offered to QIBs in the United States pursuant to Rule 144A of the Securities Act of 1933. In
connection with the 2024 144A Bond, potential investors electronically received an offering
circular (“the 2024 Bond Circular”), a document that included information about, among other
things, the Conglomerate, the Indian Energy Company, the 2024 Project Companies, the 2024
144A Bond, identified risk factors, the 2024 Project Companies’ principal shareholders, the
Manufacturing Linked Project and a description of the Indian Energy Company’s approximate
21 gigawatt portfolio, eight gigawatts of which was the corrupt Manufacturing Linked Project.
111. The 2024 Bond Circular contained false and misleading assurances about,
among other things, the Indian Energy Company’s “corporate governance” and touted
“maintaining transparency and compliance in every aspect of [the company’s] operations.”
Additionally, the 2024 Project Companies entered into a subscription agreement with the joint
bookrunners (the “2024 Joint Bookrunners”) for the 2024 144A Bond (the “2024 Subscription
Agreement”). The 2024 Subscription Agreement included false and misleading representations
regarding the Indian Energy Company’s anti-bribery and anti-corruption practices, similar to the
2021 Subscription Agreement described above.
112. Moreover, the 2024 Project Companies provided written answers to a
management due diligence questionnaire similar to the one used in connection with the 2021
144A Bond in advance of the issuance of the 2024 144A Bond. The answers contained false and
misleading representations about the Indian Energy Company’s anti-bribery practices.
113. Numerous wires, such as electronic messages and financial wires, passed
within and through the United States, including through the Eastern District of New York, in
connection with the 2024 144A Bond. For example, salespeople employed by the 2024 Joint
Bookrunners and located in New York City sent and received electronic messages in connection
with marketing the bond. Ultimately, approximately one quarter of the $750 million 2024 144A
Bond was allocated to United States-based investors.
C. The False Statements in the Indian Energy Company Annual Reports
114. Each year, from at least 2021 through 2024, the Indian Energy Company
publicly released integrated annual reports (the “Reports”). As described above, the defendants
GAUTAM S. ADANI, SAGAR R. ADANI and VNEET S. JAAIN served as executives and
directors of the Indian Energy Company during this time. The Reports included false and
misleading statements regarding the Indian Energy Company’s anti-bribery practices.
115. For example, the 2020 through 2023 Reports falsely stated that the Indian
Energy Company had a “zero tolerance” policy for bribery and corruption, which policy was
reviewed by its Board of Directors, when in fact defendants GAUTAM S. ADANI, SAGAR R.
ADANI and VNEET S. JAAIN, all of whom were members of the Indian Energy Company’s
Board of Directors, were personally engaged in the Bribery Scheme.
116. Inor about July 2024, the Indian Energy Company publicly released its
integrated annual report for the 2023 through 2024 fiscal year (the “2023-2024 Report”), which
also included false and misleading statements regarding the Indian Energy Company’s antibribery practices. The 2023-2024 Report repeatedly expressed a commitment to “zerotolerance” for bribery and corruption, including stating that the company’s “Code of Conduct
and Policy Commitment” included “Anti-Bribery & Anti-Corruption” commitments, namely
that: “We maintain a zero-tolerance stance towards all forms of bribery and corruption, whether
in government or government dealings. We shall cooperate with the governmental authorities in
efforts to eliminate all forms of bribery, fraud, and corruption. Our employees, contractors and
business partners are expected to refuse any request/any offer for a bribe or kickback and report
such instances immediately to the concerned authorities within the organisation.”
D. The False Statements Relating to the United States Government’s Investigation
117. In furtherance of the Fraud Scheme, in connection with the publication of
a news article regarding the United States government’s investigation of the Bribery Scheme, the
defendants GAUTAM S. ADANI and SAGAR R. ADANI made or caused other Conglomerate
personnel to make false and misleading statements about the Indian Energy Company’s
awareness of the United States government’s investigation and the Indian Energy Company’s
anti-bribery practices, including in: (i) public statements to the media and market; (ii) public
statements to Indian stock exchanges; and (iii) private communications with financial
institutions.
118. Specifically, on or about March 15, 2024, a news organization published
an article titled “US Probing Indian Billionaire Gautam Adani and His Group Over Potential
Bribery,” which, among other things, reported that the United States government was
investigating “whether an Adani entity, or people linked to the company, were involved in
paying officials in India for favorable treatment on an energy project .. . .” (the “2024 News
Article”). As described above, the defendants GAUTAM S. ADANI and SAGAR R. ADANI
were aware of the FBI Investigation and the Grand Jury Investigation, including because of the
service of a grand jury subpoena and execution of a search warrant for electronic devices on
SAGAR R. ADANI that permitted seizure of evidence of criminality byGAUTAM S. ADANI,
SAGAR R. ADANI and the defendant VNEET S. JAAIN, among others. Despite GAUTAM S.
ADANI’s and SAGAR R. ADANI’s knowledge of the investigations, and despite their
orchestration of the Bribery Scheme, the 2024 News Article contained a quote from the
Conglomerate that “[w]e are not aware of any investigation against our Chairman [GAUTAM S.
ADANI]” and that “[a]s a business group that operates with the highest standards of governance,
we are subject to and fully compliant with anti-corruption and anti-bribery laws in India and
other countries.”
119. Onor about March 17, 2024, Individual #2, the head of corporate finance
for the Conglomerate, sent an email to an employee of a financial institution (“Financial
Institution #3”), which was both a lender for the 2021 Syndicate Loan and a joint bookrunner for
the 2024 144A Bond, copying the defendant SAGAR R. ADANI, and writing that that the 2024
News Article was “baseless,” “malicious,” “defamatory” and that the Conglomerate “operates
with the highest standards of governance,” and is “subject to and fully compliant with anticorruption and anti-bribery laws in India and other countries.” On or about the same day,
Individual #2 sent more than a dozen emails to other financial institutions and investors with
similar or identical false statements, copying SAGAR R. ADANI.
120. On or about March 19, 2024, Individual #2 emailed employees of
Financial Institution #2, Financial Institution #3 and Financial Institution #4 letters that the
Indian Energy Company had sent to the National Stock Exchange of India and BSE Limited,
both Indian stock exchanges. The letters falsely stated, among other things, that the Indian
Energy Company “has not received any notice from the Department of Justice of U.S. in respect
of the allegation referred to in the [2024 News Article]” and that the Indian Energy Company
was “aware of an investigation” into potential violations of United States anti-corruption laws by
a “third party.” Also included in the email were written responses to questions posed by the
financial institutions about the subject matter of the 2024 News Article. The written responses
falsely claimed that the Conglomerate and the Indian Energy Company had not received notice
of the United States government’s investigation and included other false and misleading
statements about the Bribery Scheme and the Indian Energy Company’s and the Conglomerate’s
knowledge and awareness of the United States government’s investigation.
121. Onor about March 20, 2024, employees of Financial Institution #3
participated in a due diligence call with outside legal counsel for the Conglomerate, during
which call counsel further reiterated the false statements described above pertaining to the 2024
News Article. During the call, employees of Financial Institution #3 asked whether the Indian
Energy Company had knowledge of inquiries or investigations into the alleged bribery and
corruption and specifically inquired as to whether language in the 2024 Bond Circular indicating
that the Indian Energy Company was “subject to or exposed to present inquiries and
investigations under the anti-bribery or anti-corruption laws of other countries” was intended to
disclose facts about a United States government investigation into the Bribery Scheme. In
response, counsel for the Conglomerate made the following false and misleading statements,
among others: (i) risk factor disclosures are “generally drafted widely”; (ii) the Indian Energy
Company was aware of an investigation relating to a third party, but was unaware of the nature
of that investigation or whether it impacted the Indian Energy Company; (iii) the Indian Energy
Company had included the disclosure because it was in the same industry as the third party under
investigation and had joined/adjacent land parcels; (iv) the Indian Energy Company had not
received notice or communication from the DOJ with respect to an investigation into the Indian
Energy Company; and (v) the DOJ had not sought to interview any company personnel.
122. Onor about July 25, 2024, employees of Financial Institution #3 had a
follow-up call with Individual #2 regarding the 2024 News Article and the 2024 Bond Circular.
During the call, Individual #2 falsely stated, among other things, that: (i) no entity or individual
within the Conglomerate had been approached by any United States authority in connection with
any investigation into the Conglomerate or its affiliates; (ii) the Conglomerate was not aware of
any such investigation; (iii) the Conglomerate was not aware of any misconduct; and (iv) the
2024 News Article was “behind them.” Individual #2 indicated that the Conglomerate was not
willing to provide further written representations about the same topic.
123. These false statements concealed both the United States government’s
investigation and the Bribery Scheme from investors and financial institutions, all to ensure the
Conglomerate’s and the Indian Energy Company’s continued access to capital in the United
States and elsewhere, in furtherance of the Fraud Scheme.
COUNT ONE
(Conspiracy to Violate the FCPA)
124. The allegations contained in paragraphs | through 123 are realleged and
incorporated as if fully set forth in this paragraph.
125. In or about and between 2020 and 2024, both dates being approximate and
inclusive, within the Eastern District of New York and elsewhere and out of the jurisdiction of
any particular State or district, the defendants RANJIT GUPTA, CYRIL CABANES,
SAURABH AGARWAL, DEEPAK MALHOTRA and RUPESH AGARWAL, together with
Co-Conspirator #1, Co-Conspirator #2 and others, did knowingly and willfully conspire to
commit one or more offenses against the United States, to wit:
(a) being an officer, director, employee and agent of an issuer, to make
use of the mails and means and instrumentalities of interstate commerce corruptly in furtherance
of an offer, payment, promise to pay, and authorization of the payment of any money, offer, gift,
promise to give and authorization of the giving of anything of value to a foreign official, to a
foreign political party and official thereof, and to a person, while knowing that all or a portion of
such money and thing of value would be offered, given and promised, directly and indirectly, to
a foreign official and to a foreign political party and official thereof, for purposes of:
(i) influencing acts and decisions of such foreign official, foreign political party and official
thereof in his, her or its official capacity; (ii) inducing such foreign official, foreign political
party and official thereof, to do and omit to do acts in violation of the lawful duty of such official
and party; (iii) securing any improper advantage; and (iv) inducing such foreign official, foreign
political party and official thereof, to use his, her or its influence with a foreign government and
agencies and instrumentalities thereof to affect and influence acts and decisions of such
government and agencies and instrumentalities, in order to assist the U.S. Issuer in obtaining and
retaining business for and with, and directing business to the Indian Energy Company, the Indian
Energy Company’s subsidiaries, the U.S. Issuer, the U.S. Issuer’s Subsidiary, subsidiaries of the
U.S. Issuer’s Subsidiary, the Canadian Investor, the Canadian Investor’s Subsidiary and others,
contrary to Title 15, United States Code, Section 78dd-1; and
(b) — while in the territory of the United States, corruptly to make use of
the mails and means and instrumentalities of interstate commerce and to do any act in
furtherance of an offer, payment, promise to pay, and authorization of the payment of any
money, offer, gift, promise to give and authorization of the giving of anything of value to a
foreign official, to a foreign political party and official thereof, and to a person, while knowing
that all or a portion of such money and thing of value would be offered, given and promised to a
foreign official and to a foreign political party and official thereof, for purposes of:
(i) influencing acts and decisions of such foreign official, foreign political party and official
thereof in his, her or its official capacity; (ii) inducing such foreign official, foreign political
party and official thereof to do and omit to do acts in violation of the lawful duty of such official
and party; (iii) securing any improper advantage; and (iv) inducing such foreign official, foreign
political party and official thereof to use his, her or its influence with a foreign government and
agencies and instrumentalities thereof to affect and influence acts and decisions of such
government and agencies and instrumentalities, in order to assist CABANES, SAURABH
AGARWAL, Co-Conspirator #1 and others in obtaining and retaining business for and with, and
directing business to the Indian Energy Company, the Indian Energy Company’s subsidiaries, the
U.S. Issuer, the U.S. Issuer’s Subsidiary, subsidiaries of the U.S. Issuer’s Subsidiary, the
Canadian Investor, the Canadian Investor’s Subsidiary and others, contrary to Title 15, United
States Code, Section 78dd-3.
126. In furtherance of the conspiracy and to effect its objects, within the
Eastern District of New York and elsewhere, the defendants RANJIT GUPTA, CYRIL
CABANES, SAURABH AGARWAL, DEEPAK MALHOTRA and RUPESH AGARWAL,
together with others, committed and caused the commission of, among others, the following:
OVERT ACTS
(a) On or about November 24, 2020, GUPTA exchanged electronic
messages with the defendant SAGAR R. ADANI regarding efforts to convince states to purchase
power under the Manufacturing Linked Project, as a part of which GUPTA wrote, “the
advantage we have is that the discoms are being motivated.”
(b) On or about March 30, 2021, GUPTA sent an electronic message
to SAGAR R. ADANI asking, “any progress on our PSAs ??”
(c) Onor about April 29, 2022, RUPESH AGARWAL and CoConspirator #1 met with the defendants GAUTAM S. ADANI, SAGAR R. ADANI and VNEET
S. JAAIN in India, during which meeting they discussed the Bribery Scheme.
(d) On or about May 6, 2022, CABANES, while in the United States,
exchanged electronic messages with Co-Conspirator #1 about the Bribery Scheme, as a part of
which CABANES asked Co-Conspirator #1 if there was “a commercially doable deal.”
(e) On or about May 6, 2022, SAURABH AGARWAL exchanged
electronic messages with Co-Conspirator #1 about the Bribery Scheme, as a part of which
SAURABH AGARWAL asked, “when do you think [RUPESH AGARWAL] is completing
analysis?”
(f) On or about May 12, 2022, SAURABH AGARWAL, while in the
United States, exchanged electronic messages with Co-Conspirator #1, as a part of which CoConspirator #1 informed SAURABH AGARWAL that RUPESH AGARWAL had a meeting
with the defendant VNEET S. JAAIN that same day and “Views exchanged. No resolution. Ball
with [JAAIN] to review for next [meeting].” SAURABH AGARWAL responded with a
thumbs-up emoji and “K.”
(g) | Onor about May 17, 2022, GUPTA sent an electronic message to
SAURABH AGARWAL that stated, among other things, “Just wanted to let you know that since
[Co-Conspirator #2] & i [sic] are not part of [the U.S. Issuer] any more, Adani would like to take
up discussions related to the SECI Manufacturing [Linked Project] directly with you. We are
always available to help with the successful execution of this prestigious ppa for which, as you
already know, close coordination with Adani will be required.”
(h) Onor about May 28, 2022, SAURABH AGARWAL, while in the
United States, had a call with the defendant GAUTAM S. ADANI about the Bribery Scheme.
(i) On or about May 31, 2022, Co-Conspirator #1 exchanged
electronic messages with CABANES, as a part of which Co-Conspirator #1 told CABANES that
RUPESH AGARWAL had a “BAD” meeting with the defendants GATAUM S. ADANI,
SAGAR R. ADANI and VNEET S. JAAIN and that RUPESH AGARWAL and MALHOTRA
were “fleshing out our options.”
(j) On or about May 31, 2022, in response to the message referred to
above in paragraph 126(i), CABANES sent an electronic message to Co-Conspirator #1 asking,
“[s]o we have a potential deal on the table?”
(k) On or about June 13, 2022, RUPESH AGARWAL used his
personal email account to send a PowerPoint titled “1 SLIDE.pptx” that outlined a proposal to
satisfy a portion of the corrupt payment to the Indian Energy Company by returning the 2.3 GW
PPAs to SECI for ultimate “re-allocation” to the Indian Energy Company.
(I) On or about June 14, 2022, RUPESH AGARWAL and CoConspirator #1 met with the defendants GAUTAM S. ADANI, SAGAR R. ADANI and VNEET
S. JAAIN in India, during which meeting RUPESH AGARWAL and Co-Conspirator #1 agreed
that the U.S. Issuer and/or its subsidiaries would return the 2.3 GW PPAs to SECI to facilitate
the Indian Energy Company’s subsidiary’s acquisition of the valuable 2.3 GW PPAs and, in
addition, that the U.S. Issuer and/or its subsidiaries would pay the Indian Energy Company,
directly or indirectly, 550 million INR (approximately $7 million).
(m) Onor about June 23, 2022, CABANES sent an electronic message
to Co-Conspirator #1, who was then located in the United States, about the return of the 2.3 GW
PPAs to SECT, stating “Hi [Co-Conspirator #1], what’s the plan with regards to the board
decision on the PPAs?”
(n) On or about September 30, 2022, CABANES, SAURABH
AGARWAL, MALHOTRA, RUPESH AGARWAL and Co-Conspirator #1 had a virtual
meeting, during which meeting they agreed to withhold information and provide false
information related to the Bribery Scheme to investigators and the U.S. Issuer’s Boards of
Directors.
(0) On or about March 29, 2023 and on or about May 18, 2023, CoConspirator #1 met with representatives of the United States government in Brooklyn, New York
and made false statements about the Bribery Scheme.
(p) Onor about June 28, 2023, CABANES met with representatives of
the United States government in Brooklyn, New York and made false statements about the
Bribery Scheme.
(Title 18, United States Code, Sections 371, 3238 and 3551 et seq.)
COUNT TWO
(Securities Fraud Conspiracy)
127. The allegations contained in paragraphs | through 123 are realleged and
incorporated as if fully set forth in this paragraph.
128. In or about and between 2021 through the present, both dates being
approximate and inclusive, within the Eastern District of New York and elsewhere and out of the
jurisdiction of any particular State or district, the defendants GAUTAM S. ADANI, SAGAR R.
ADANI and VNEET S. JAAIN, together with others, did knowingly and willfully conspire to
use and employ manipulative and deceptive devices and contrivances, contrary to Rule 10b-5 of
the Rules and Regulations of the United States Securities and Exchange Commission, Title 17,
Code of Federal Regulations, Section 240.10b-5, by: (i) employing one or more devices,
schemes and artifices to defraud; (ii) making one or more untrue statements of material fact and
omitting to state one or more material facts necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading; and (iii) engaging in one
or more acts, practices and courses of business which would and did operate as a fraud and deceit
upon one or more investors and potential investors in the 2021 144A Bond and 2024 144A Bond,
in connection with the purchase and sale of investments in the 2021 144A Bond and 2024 144A
Bond, directly and indirectly, by use of means and instrumentalities of interstate commerce and
the mails, contrary to Title 15, United States Code, Sections 78j(b) and 78ff.
129. In furtherance of the conspiracy and to effect its objects, within the
Eastern District of New York and elsewhere, the defendants GAUTAM S. ADANI, SAGAR R.
ADANI and VNEET S. JAAIN, together with others, did commit and cause the commission of,
among others, the following:
OVERT ACTS
(a) On or about August 26, 2021, the Management Committee of the
Indian Energy Company, which included SAGAR R. ADANI and JAAIN, passed a resolution
authorizing the Indian Energy Company to issue securities in the amount of $750 million.
(b) = Inor about August 2021, SAGAR R. ADANI participated in a
recorded roadshow presentation marketing the 2021 144A Bond, which recording was replayed
for investors, including United States-based investors.
(c) In or about November 2021, GAUTAM S. ADANI, SAGAR R.
ADANI and JAAIN each approved a formal “Note for Approval” authorizing the Indian Energy
Company to make use of the 2021 144A Bond proceeds and pass any necessary Board of
Directors resolutions.
(d) On or about December 27, 2022, JAAIN executed a Compliance
Certificate on behalf of the Indian Energy Company in connection with the 2021 144A Bond.
(Title 18, United States Code, Sections 371, 3238 and 3551 et seq.)
COUNT THREE
(Wire Fraud Conspiracy)
130. The allegations contained in paragraphs | through 123 are realleged and
incorporated as if fully set forth in this paragraph.
131. In or about and between 2021 through the present, both dates being
approximate and inclusive, within the Eastern District of New York and elsewhere and out of the
jurisdiction of any particular State or district, the defendants GAUTAM S. ADANI, SAGAR R.
ADANI and VNEET S. JAAIN, together with others, did knowingly and intentionally conspire
to devise a scheme and artifice to defraud current and prospective lenders and investors in
financial transactions, including the 2021 Syndicate Loan, 2021 144A Bond, 2023 Syndicate
Loan and 2024 144A Bond, and to obtain money and property from them by means of one or
more materially false and fraudulent pretenses, representations and promises, and for the purpose
of executing such scheme and artifice, to transmit and cause to be transmitted by means of wire
communication in interstate and foreign commerce, writings, signs, signals, pictures and sounds,
contrary to Title 18, United States Code, Section 1343.
(Title 18, United States Code, Sections 1349, 3238 and 3551 et seq.)
COUNT FOUR
(Securities Fraud — the 2021 144A Bond)
132. The allegations contained in paragraphs 1 through 123 are realleged and
incorporated as if fully set forth in this paragraph.
133. In or about and between 2021 through the present, both dates being
approximate and inclusive, within the Eastern District of New York and elsewhere and out of the
jurisdiction of any particular State or district, the defendants GAUTAM S. ADANI, SAGAR R.
ADANI and VNEET S. JAAIN, together with others, did knowingly and willfully conspire to
use and employ manipulative and deceptive devices and contrivances, contrary to Rule 10b-5 of
the Rules and Regulations of the United States Securities and Exchange Commission, Title 17,
Code of Federal Regulations, Section 240.10b-5, by: (i) employing one or more devices,
schemes and artifices to defraud; (ii) making one or more untrue statements of material fact and
omitting to state one or more material facts necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading; and (iii) engaging in one
or more acts, practices and courses of business which would and did operate as a fraud and deceit
upon one or more investors and potential investors in the 2021 144A Bond, in connection with
the purchase and sale of investments in the 2021 144A Bond, directly and indirectly, by use of
means and instrumentalities of interstate commerce and the mails.
(Title 15, United States Code, Sections 78j(b) and 78ff; Title 18, United States
Code, Sections 2, 3238 and 3551 et seq.)
COUNT FIVE
(Conspiracy to Obstruct Justice)
134. The allegations contained in paragraphs | through 123 are realleged and
incorporated as if fully set forth in this paragraph.
135. In or about and between 2022 and the present, both dates being
approximate and inclusive, within the Eastern District of New York and elsewhere and out of the
jurisdiction of any particular State or district, the defendants CYRIL CABANES, SAURABH
AGARWAL, DEEPAK MALHOTRA and RUPESH AGARWAL, together with others, did
knowingly and intentionally conspire to corruptly alter, destroy, mutilate, and conceal a record,
document, and other object with intent to impair the object’s integrity and availability for use in
an official proceeding and obstruct, influence and impede official proceedings, to wit: the Grand
Jury Investigation, the FBI Investigation and the SEC Investigation, contrary to Title 18, United
States Code, Sections 1512(c)(1) and (2).
(Title 18, United States Code, Sections 1512(k), 3238 and 3551 et seq.)
CRIMINAL FORFEITURE ALLEGATION
AS TO COUNTS ONE, TWO, FOUR, AND FIVE
136. The United States hereby gives notice to the defendants charged in Counts
One, Two, Four and Five that, upon their conviction of any of such offenses, the government will
seek forfeiture in accordance with Title 18, United States Code, Section 981(a)(1)(C) and
Title 28, United States Code, Section 2461(c), which require any person convicted of such
offenses to forfeit any property, real or personal, constituting, or derived from, proceeds obtained
directly or indirectly as a result of such offenses.
137. If any of the above-described forfeitable property, as a result of any act or
omission of the defendants:
(a) cannot be located upon the exercise of due diligence;
(b) has been transferred or sold to, or deposited with, a third party;
(c) has been placed beyond the jurisdiction of the court;
(d) has been substantially diminished in value; or
(e) has been commingled with other property which cannot be divided
without difficulty;
it is the intent of the United States, pursuant to Title 21, United States Code, Section 853(p), to
seek forfeiture of any other property of the defendants up to the value of the above forfeitable
property.
(Title 18, United States Code, Section 981(a)(1)(C); Title 21, United States Code,
Section 853(p), Title 28, United States Code, Section 2461(c))
CRIMINAL FORFEITURE ALLEGATION
AS TO COUNT THREE
138. The United States hereby gives notice to the defendants charged in Count
Three that, upon their conviction of such offense, the government will seek forfeiture in
accordance with Title 18, United States Code, Section 982(a)(2)(A), which requires any person
convicted of such offense, to forfeit any property constituting, or derived from, proceeds
obtained directly or indirectly as a result of such offense.
139. If any of the above-described forfeitable property, as a result of any act or
omission of the defendants:
(a) cannot be located upon the exercise of due diligence;
(b) has been transferred or sold to, or deposited with, a third party;
(c) has been placed beyond the jurisdiction of the court;
(d) has been substantially diminished in value; or
(e) has been commingled with other property which cannot be divided
without difficulty;
it is the intent of the United States, pursuant to Title 21, United States Code, Section 853(p), as
incorporated by Title 18, United States Code, Section 982(b)(1), to seek forfeiture of any other
property of the defendants up to the value of the forfeitable property described in this forfeiture
allegation. .
(Title 18, United States Code, Sections 982(a)(2)(A) and 982(b)(1); Title 21, United
States Code, Section 853(p))
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