FEBRUARY 3, 2023
New Delhi: On 1 February 2023, Adani Enterprises took a quick U-turn and decided not to go ahead with the follow on public offer (FPO) that got fully subscribed on the final day, 31 January 2023. When Adani Enterprises filed for its Rs 20,000 crore FPO, it disclosed the names of 10 underwriters, out of which two companies have been accused by Hindenburg Research of assisting the Adani Group in its alleged conspiracy of accounting fraud and stock market manipulation.
We’re talking about Elara Capital (India) Private Limited, a subsidiary of London-based investment firm Elara Capital, and Monarch Networth Capital, an Indian brokerage firm — both companies have been named as book runners or underwriters, as per the red herring prospectus filed with the exchanges by Adani Enterprises.
Adani Enterprises’ Book Runners List
As per the 24 January 2023 report filed by Hindenburg Research, Elara Capital Plc (Elara) operates various Mauritius-based Funds.
“One fund almost exclusively invests in Adani, holding nearly US $3 billion in shares representing ~99 per cent of its holdings,” said the report. The Hindenburg Research report alleges that London-based Elara Capital Plc operates Mauritius-based India Opportunities Fund and Vespera.
“As of December 2022, the India Opportunities Fund had a total market value of about INR 246.36 billion (U.S. $3.04 billion) of which INR 243.35 billion (U.S. $3.01 billion), or 98.78%, was invested in 3 Adani stocks, per Trendlyne data. Elara funds hold 3.62% of the equity of Adani Transmission, 1.62% of Adani Total Gas and 1.6% of Adani Enterprises, per the most recent data”, according to Hindenburg Research report.
The report further goes to quote former employees of Elara who said Adani and promoters ‘definitely’ have money in these funds.
“The former trader said it was obvious Elara s India Opportunities and Vespera funds belonged to the Adani Group, citing the ownership concentration:
“The answer to your question lies on, like, a fund, for example Elara India , what its concentrated holding? So what are its top ten value holdings? So you would come to know who controls this fund, which conglomerate controls this fund. It’s very simple. “The picture is right there, you know. It s like staring in your face. It is just somebody needs an audacity to kind of put it down on a piece of paper and you know just get it out. Because it s right out there. You can see that, okay, but does somebody have the courage or the ba**s to really put it out there?””, the report added.
In the latest development, Financial Times reported that Jo Johnson, the brother of former Prime Minister of the United Kingdom, Boris Johnson, quit as the director of Elara Capital.
Monarch Networth Capital is a ‘small’ Indian brokerage firm that handled both tranches of Adani Green Energy’s offer for sale, as per Hindenburg Report. The report expressed apprehensions about Adani Group giving the responsibility of such huge offerings — both combined worth Rs 7.8 billion to such a brokerage firm having less experience.
It said Adani Properties Private Limited has been a shareholder in Monarch Networth Capital since 2016.
“Note that Albula, a suspected Monterosa stock parking fund, had significant shareholdings 9.75% in Monarch in 2009, according to ownership records,” said Hindenburg Research report.
As per Adani Enterprises’ published offering statement, Elara Capital’s responsibilities in the share offering consisted of “drafting and approval of all publicity material” while Monarch was tasked with “non institutional marketing” to investors.
American billionaire investor and hedge fund manager Bill Ackman said it wouldn’t be surprising if Adani Enterprises’ FPO was “rigged with affiliated buyers in addition to some real institutional participants like ADIHC.”
Forbes reported that, “The only way Adani can actually resolve this issue is to illustrate who did buy all of the shares,” says Tim Buckley, a former investment banker at Citigroup and director at Australia-based Climate Energy Finance, who has been studying the Adani Group for over a decade. “It would be my speculation that there were insiders,” the report added.
HOW ADANI COUNTERED THE ALLEGATIONS
In its questionnaire to Adani, Hindenburg Research asked two questions related to Monarch Networth Capital.
“Adani chose Monarch Networth Capital to run the OFS offerings. An Adani private company has a small ownership stake in Monarch, and Gautam Adani’s brother-in-law had previously purchased an airline together with the firm. This close relationship seems to pose an obvious conflict of interest. How does Adani respond?
Why did Adani choose Monarch Networth Capital, a small firm previously suspended and sanctioned by SEBI over allegations of market manipulation, to run the offerings, rather than a large, well-respected broker?”
The common response from Adani Group is a follows:
“Monarch Networth Capital Limited (MNCL) was selected (as fully disclosed in the public domain) for their credentials and ability to tap into the retail market. More details around Monarch are available at https://www.mnclgroup.com/
Monarch’s “suspension” that has been alluded to, was a 1 month suspension more than a decade ago in 2011 and has no further relevance to their appointment for the OFS. It may be noted that several other banks (including international banks) have been subjected to similar or lengthier
suspensions in the Indian market. This fact has been deliberately omitted by Hindenburg. With nearly 3 decades of experience in retail broking, Institutional Equities, Investment Banking, fund management, global access and wealth and third-party product distribution, they are an award wining brokerage house with accreditations as the “Best regional retail broker by NSE in 2018”. The company was also awarded as the “Top performing member in the cash market for 2015-16″ by NSE (National Stock Exchange).”
Hindenburg Research’s questions to Adani Group about Elara Capital are given below:
- Mauritius-based entities like APMS Investment Fund, Cresta Fund, LTS Investment Fund, Elara India Opportunities Fund, and Opal Investments collectively and almost exclusively hold shares in Adani-listed companies, totaling almost U.S. $8 billion. Given that these entities are key public shareholders in Adani, what is the original source of funds for their investments in Adani companies?
- Entities associated with Monterosa Investment Holdings collectively own at least U.S. $ .5 billion in concentrated holdings of Adani Stock. Monterosa’s CEO served as director in 3 companies alongside fugitive diamond merchant Jatin Mehta, whose son is married to Vinod Adani’s daughter. What is the full extent of the relationship between Monterosa, its funds, and the Adani family?
- A once-related party entity of Adani called Gudami International, headed by close Adani associate Chang Chung-Ling, invested heavily in one of the Monterosa funds that allocated to Adani Enterprises and Adani Power. Monterosa entities continue as key Mauritius shareholders in Adani companies. What is Adani’s explanation for this large, concentrated investment into Adani listed companies by a related-party entity?
- What was the original source of funds for each of the Monterosa funds and their investments in Adani?
- New Leaina is a Cyprus-based investment firm, which held ~95% of its holdings in shares of Adani listed companies, consisting of over U.S. $420 million. The entity is operated by Amicorp. What was the original source of funds for New Leaina and its investments in Adani? Opal Investment Private Ltd. is the largest claimed independent holder of shares of Adani Power, with 4.69% of the company (representing ~19% of the float). It was formed on the same day, in the same jurisdiction (Mauritius) by the same small incorporation firm (Trustlink) as an entity associated with Vinod Adani. How does Adani explain this?
- A former trader for Elara, a firm with almost $3 billion in concentrated holdings of Adani shares, including a fund that is 99% concentrated in shares of Adani, told us that it is obvious that Adani controls the shares. He added that the structure of the funds is intentionally designed to conceal their beneficial ownership. How does Adani respond?
- Leaked emails show that the CEO of Elara had dealings with notorious stock manipulator Dharmesh Doshi, partner of Ketan Parekh, even after Doshi became a fugitive for his alleged manipulation activity. How does Adani respond to this relationship, given that Elara is one of the largest “public” holders of shares of Adani?
- What was the original source of funds for the Elara funds and their investments in Adani? The above-named offshore entities holding concentrated positions in Adani stock accounted for up to 30%-47% of the yearly delivery volume in Adani stocks, a massive irregularity, according to our analysis of data from Indian exchanges and disclosed trading volume per Adani filings. How does Adani explain the extreme trading volume from this concentrated group of opaque offshore funds?
- The nature of this trading suggests that these entities are involved in manipulative wash trading or other forms of manipulative trading. How does Adani respond?
And here’s the common response by Adani Group to the aforesaid questionnaire:
“Each of the entities referenced in queries above are public shareholders in the listed companies in the Adani Portfolio. Innuendoes that they are in any manner related parties of the promoters are incorrect. A listed entity does not have control over who buys / sells / owns the publicly traded shares or how much volume is traded, or the source of funds for such public shareholders nor is it required to have such information for its public shareholders under laws of India. Hence we cannot comment on trading pattern or behavior of public shareholders.”
After Hindenburg Research published its report on 24 January 2023, Adani shares plunged into deep red and the Rs 20,000 crore fundraising expedition of Adani Enterprises was thrown into a chaos. Once the crisis deepened, Abu Dhabi’s International Holding Company (IHC) on January 30 said it pump $400 million into the FPO. And Indian business tycoons Sajjan Jindal and Sunil Mittal subscribed to the follow-on offering in a last-minute push that helped Adani’s flagship firm, according to Bloomberg.
Even though Adani Enterprises scrapped the FPO, the involvement of Elara Capital and Monarch Networth Capital, however, raises questions about whether any of Adani’s personal funds were deployed to help meet the Rs 20,000 crore target.