throbber
FILED
`Case 1:24-cr-00433-NGG Document 1 Filed 10/24/24 Page 1 of 54 PageID #: 1
`IN CLERK'S OFFICE U.S.
`DISTRICT COURT
`E.D.N.Y.
`*OCTOBER 24, 2024 *
`BROOKLYN OFFICE
`
`HDM:SME/MRG/SJ/AT
`F.#2022R00935
`
`UNITED STA TES DISTRICT COURT
`EASTERN DISTRICT OF NEW YORK
`- - - - - - - - - - - - - - - - - - - - - - - -- - - -X
`
`UNITED STATES OF AMERICA
`
`INDICTMENT
`
`Cr. No. 24-CR-433
`(T. 15, U.S.C., §§ 78j(b) and 78ff; T. 18,
`U.S.C., §§ 371, 981(a)(l)(C), 982(a)(2)(A),
`982(b)(l), 1349, 1512(k),2,3238and3551 et
`~-; T. 21, U.S.C., § 853(p); T. 28, U.S.C.,
`§ 2461(c))
`Judge Nicholas G. Garaufis
`Magistrate Judge James R. Cho
`
`- against -
`
`GAUTAM S. ADANI,
`SAGAR R. ADANl,
`VNEET S. JAAIN,
`RANJIT GUPTA,
`CYRIL CABANES,
`SAURABH AGARWAL,
`DEEPAK MALHOTRA and
`RUPESH AGARWAL,
`
`Defendants.
`
`----------------------------X
`
`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
`
`

`

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`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" 1 was a diversified, multinational organization, which
`
`had its corporate offices in India. The Conglomerate was one oflndia'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")
`
`The identity of the Conglomerate and all other anonymized entities and individuals
`discussed herein are known to the Grand Jury.
`
`2
`
`

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`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-l(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-l(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
`
`stockho Ider.
`
`C.
`
`The Defendants
`
`8.
`
`The defendant GAUT AM S. ADAN! 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. ADAN!
`
`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 oflndia who resided in
`
`India and was the defendant GAUTAM S. ADANI's nephew. From approximately October
`
`3
`
`

`

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`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," "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- l (a).
`
`12.
`
`The defendant CYRIL CABANES was a citizen of Australia and France
`
`who resided in Singapore. From approximately February 20 I 6 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-l(a).
`
`13.
`
`The defendant SAURABH AGARWAL was a citizen oflndia 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
`
`4
`
`

`

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`
`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 78dd-
`
`l (a).
`
`15.
`
`The defendant RUPESH AGAR WAL was a citizen oflndia 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 78dd(cid:173)
`
`l(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
`
`5
`
`

`

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`Directors. Co-Conspirator #I 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-l (a).
`
`I 7.
`
`Co-Conspirator #2 was a citizen of India who resided in India. From
`
`approximately July 20 I 9 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," "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-l(a).
`
`18.
`
`Foreign Official # I was a citizen of India who resided in India. From
`
`approximately May 20 I 9 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 I 5, United States Code, Sections 78dd- I (f)( I )(A) and 78dd-
`
`3(f)(2)(A).
`
`I 9.
`
`The Solar Energy Corporation of India ("SECI") 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 state(cid:173)
`
`owned 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-
`
`l (f)(l )(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
`
`6
`
`

`

`Case 1:24-cr-00433-NGG Document 1 Filed 10/24/24 Page 7 of 54 PageID #: 7
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`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- l (t)(l )(A) and 78dd-3(t)(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-l (t)(l )(A) and 78dd-3(t)(2)(A).
`
`II.
`
`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.
`
`7
`
`

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`24.
`
`The Indian rupee ("INR") was the domestic currency of India.
`
`25.
`
`A "lakh" was equivalent to I 00,000 under Indian numbering conventions.
`
`26.
`
`A "crore" was equivalent to IO 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.
`
`8
`
`

`

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`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 FCP A 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.
`
`9
`
`

`

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`IV.
`
`Overview of the Criminal Schemes
`
`A.
`
`The Bribery and Obstruction Schemes
`
`37.
`
`Beginning in or about 2020, defendant RANJIT GUPTA and Co-
`
`Conspirator #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 GAUT AM S. ADAN I, SAGAR R. ADA NI
`
`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 SECI 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, DEEP AK MALHOTRA, RU PESH
`
`AGARWAL and Co-Conspirator# I, 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,
`
`RU PESH AGARWAL and Co-Conspirator# I, 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# I agreed
`
`

`

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`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. ADAN!,
`
`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 GAUT AM S. ADAN!, 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
`
`11
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`

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`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 Proiect
`
`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 tum, 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 SECI 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
`
`12
`
`

`

`Case 1:24-cr-00433-NGG Document 1 Filed 10/24/24 Page 13 of 54 PageID #: 13
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`"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. ADAN!, SAGAR R. ADAN!, 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
`
`13
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`

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`Case 1:24-cr-00433-NGG Document 1 Filed 10/24/24 Page 14 of 54 PageID #: 14
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`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)2 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
`
`Unless otherwise noted, all U.S. Dollar conversions from INR are based on the
`2
`approximate value of the INR to the U.S. Dollar in or about April 2022.
`14
`
`

`

`Case 1:24-cr-00433-NGG Document 1 Filed 10/24/24 Page 15 of 54 PageID #: 15
`
`distribution companies to agree to purchase seven gigawatts of solar power from SECT 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 l, 2021,
`
`pursuant to which the state agreed to purchase approximately seven gigawatts of solar power(cid:173)
`
`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 PP As 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 PP As 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
`
`15
`
`

`

`Case 1:24-cr-00433-NGG Document 1 Filed 10/24/24 Page 16 of 54 PageID #: 16
`
`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.
`
`ii.
`
`CYRIL CABANES, SAURABH AGARWAL and DEEPAK
`MALHOTRA Learn of the Bribery Scheme
`
`53.
`
`Before the U.S. Issuer entered into the 2.3 GW PP As to supply solar
`
`power for Andhra Pradesh, during a meeting in India, the defendants SAURABH AGARWAL
`
`and DEEP AK 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 PP As.
`
`16
`
`

`

`Case 1:24-cr-00433-NGG Document 1 Filed 10/24/24 Page 17 of 54 PageID #: 17
`
`111.
`
`The Co-Conspirators' Corrupt Efforts to Pay the Indian Energy Company
`
`55.
`
`On or 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 GAUT AM S. ADAN!
`
`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.
`
`17
`
`

`

`Case 1:24-cr-00433-NGG Document 1 Filed 10/24/24 Page 18 of 54 PageID #: 18
`
`58.
`
`On or about April 29, 2022, the defendant RUPESH AGARWAL and Co-
`
`Conspirator #1 met with the defendants GAUTAM S. ADAN!, SAGAR R. ADAN! and VNEET
`
`S. JAAIN at the Conglomerate's corporate office in Ahmedabad, Gujarat, India. During the
`
`meeting, GAUTAM S. ADAN! 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. ADAN! 25 lakh
`
`rupees per megawatt of power for securing the 2.3 GW PP As and 55 crore rupees for securing
`
`the 650 MW PP As; and (iv) steps GAUT AM S. ADAN! personally took to offer bribes to Indian
`
`government officials. In addition, GAUT AM 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, DEEP AK MALHOTRA, RU PESH AGARWAL and Co-
`
`Conspirator #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 # I also agreed

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