SEBI Issues Notice to Adani Firm Over Alleged Wrongful Categorisation of Shareholding

Adani Energy Solutions Ltd (AESL), the power transmission arm of the Adani group, on Tuesday said it has received a notice from SEBI alleging wrongful categorisation of certain investors as public shareholders.

Without giving details, the firm in notes to its second-quarter earnings statement said it will respond to regulatory and statutory authorities by providing relevant information/clarifications.

The group's renewable energy firm, Adani Green Energy Ltd, which also declared its second quarter earnings, did not receive any new notice from SEBI.

"During the current quarter, an SCN (show-cause notice) has been received alleging wrongful categorization of shareholding of certain entities as public shareholding and consequences therefrom," AESL said. "The company will respond to the regulatory and statutory authorities by providing information, responses, documents and/or clarifications, as applicable, in the due course of time."

SEBI's listing rule provides for listed firms having a minimum of 25 per cent of equity owned by public investors. Foreign portfolio investors having links to the promoter group are generally clubbed as promoter holding.

Seven out of the 10 listed firms of Adani group had received show cause notices from the Securities and Exchange Board of India (SEBI) for alleged violation of related party transactions and non-compliance with listing regulations in the quarter ended March 31, the companies had stated in their regulatory filings to stock exchanges.

While group's flagship Adani Enterprises Ltd, renewable energy firm Adani Green Energy Ltd (AGEL) and city gas distributor Adani Total Gas Ltd in May stated that SEBI sent notices to their parent or holding company controlled by the conglomerate's chairman Gautam Adani, ports company Adani Ports & Special Economic Zone, Adani Power, electricity transmission firm Adani Energy Solutions, and commodities firm Adani Wilmar had said they have received SEBI notices.

The SEBI notices were part of a probe that followed US short-seller Hindenburg Research making damning allegations of corporate fraud and stock price manipulation against the Adani Group in January 2023. Though Adani vehemently denied all allegations, the report triggered a stock rout that wiped out about USD 150 billion of the group's market value at its lowest point.

Most of the group stocks have bounced back as the ports-to-energy conglomerate plotted a comeback strategy.

A show cause notice is not an indictment and seeks an explanation from entities as to why legal action should not be taken against them.

AGEL in the filing said a short-seller's report (SSR) made certain allegations against some of the Adani Group companies.

The matter went to the Supreme Court (SC), which observed that SEBI was investigating the matter while also constituting an Expert Committee to investigate as well as suggest measures to strengthen existing laws and regulations.

The Expert Committee in its May 6, 2023, report found no regulatory failure in respect of applicable laws and regulations. The SEBI also concluded its investigations in 22 of the 24 matters as per the status report dated August 25, 2023, to the SC.

On January 3, 2024, the SC disposed of all matters in various petitions, including those relating to separate independent investigations relating to the allegations in the SSR. Further, the SC directed SEBI to complete the pending two investigations, preferably within three months, and take its investigations (including 22 already completed) to their logical conclusion in accordance with the law.

During the quarter ended March 31, 2024, the holding company received a show cause notice from the SEBI relating to the validity of Peer Review Certificate (PRC) of one of the joint auditors in earlier financial years, which the holding company has responded to.