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Markets regulator SEBI said it could not establish that Vinod Adani, brother of Adani Group Chairman Gautam Adani, controlled two offshore funds that invested in four group companies, and therefore dropped minimum public shareholding (MPS) and fraud allegations against him and 11 other noticees.
In an 81-page final order, the Securities and Exchange Board of India (SEBI) said its investigation had failed to establish that Mr. Vinod Adani directed the investment decisions of the two foreign portfolio investors (FPIs), Emerging India Focus Funds (EIFF) and EM Resurgent Fund (EMR), or controlled Opal Investments' investment in Adani Power Ltd.
"The investigation has not been able to prove that Mr. Vinod Adani controlled the decision of investment of two FPIs," SEBI Whole-Time Member Kamlesh Chandra Varshney said in the order.
The case centred on the MPS requirement, which mandates at least 25% public ownership in listed companies. SEBI said an MPS violation would arise if shares held by public shareholders were beneficially owned or controlled by a promoter or promoter group and, if counted as promoter holdings, reduced public shareholding below the required threshold.
The regulator said there was no allegation that Mr. Vinod Adani or the promoter group was the beneficial owner of the shares held in the names of the two FPIs or Opal. The allegation was that he controlled the shares because the investments were made at his direction.
SEBI said, however, that de facto control must be established through evidence that a person positively directs management or policy decisions, and cannot be inferred from suspicion or business or financial relationships alone.
"Merely based on business or financial relationship, it cannot be held that Mr. Vinod Adani is in control of all of them," the order said.
The regulator also found no evidence that Mr. Vinod Adani controlled Nasser Ali Shaban Ahli or Chang Chung-Ling and, through them, the investment decisions of underlying investors that invested in Adani group companies.
"Any such conclusion would have unintended consequences for implementation of various securities laws in the capital market," SEBI said.
It was alleged that investments of Gulf Asia, Lingo, Gulf Arij and Mid-East were ultimately funded by Mr. Ahli through multiple layers of entities, while the investment advice for acquiring shares of the Adani Group companies was provided by Excel Investment Advisory Services Limited (Excel), which is alleged to be controlled by Mr. Vinod Adani.
Markets regulator SEBI said it could not establish that Vinod Adani, brother of Adani Group Chairman Gautam Adani, controlled two offshore funds that invested in four group companies, and therefore…