Case 1:24-cv-08081 Document 1 Filed 11/20/24 Page 1 of 23 PageID #: 1

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK

________________________________________________
:
SECURITIES AND EXCHANGE COMMISSION, :
:
Plaintiff, :
:
v. : Civil Action. No. 24-CV-8081
:
CYRIL SEBASTIEN DOMINIQUE CABANES, : JURY TRIAL DEMANDED
:
Defendant. :
________________________________________________:

COMPLAINT

Plaintiff Securities and Exchange Commission (the “Commission” or “SEC”) alleges the

following against defendant Cyril Sebastien Dominique Cabanes (“Cabanes” or the

“Defendant”):

SUMMARY

1. Defendant Cabanes violated the Foreign Corrupt Practices Act of 1977 (“FCPA”),

a law that generally prohibits companies whose stock is publicly traded in the United States, and

individuals associated with those companies, from paying bribes to foreign officials in order to

secure business in foreign countries; here, the Republic of India. Cabanes, formerly and at all

times relevant herein, served as a Director on the Board of U.S. issuer Azure Power Global

Limited (“Azure”), as a representative of the company’s largest stockholder, Caisse de dépôt et

placement du Québec (“CDPQ”). CDPQ is a Montreal, Canada-based pension fund company

established by the National Assembly of Quebec, and one of the world’s largest infrastructure

investors.
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2. While serving as an Azure Director, Cabanes, and others, schemed to make

payments to state government officials in India as part of a massive bribery scheme (the “Bribery

Scheme”) to secure multi-billion-dollar energy projects for Azure and for another company,

Adani Green Energy Limited (“Adani Green”). Both Azure and Adani Green are renewable

energy companies based in India that, respectively, own and operate power resources and sell the

power those resources generate to the government of India.

3. The genesis of the bribery scheme is in December 2019, when the Solar Energy

Corporation of India, Ltd. (“SECI”), an arm of the Indian national government, awarded Azure

and Adani Green contracts for a twelve-gigawatt (12 GW) solar energy project (the

“Manufacturing Linked Projects”). During 2021 through 2023, Azure and Adani Green, and

executives and agents of the companies, engaged in a scheme pursuant to which Adani Green

paid or promised approximately $250 million in bribes to Indian state officials to secure

contracts necessary to move forward with the Manufacturing Linked Projects, i.e., the Bribery

Scheme. Cabanes became aware of and actively participated in the Bribery Scheme, including

via the means of U.S. interstate commerce, no later than May 6, 2022.

4. Beginning no later than May 2022 Cabanes communicated with Azure officials

through various means, including WhatsApp messages that were sent and received in the United

States using the means of interstate commerce, along with other electronic communications,

about the Bribery Scheme. As a result of, and reflected in these communications, Cabanes knew

that executives of Adani Green had met with Azure representatives, including the Chairman of

Azure’s Board of Directors (the “Azure Chairman”), to pursue payment from Azure for its

agreed upon one-third share of bribes that the executives from Adani Green had paid or promised

to pay state government officials in India. Cabanes also sent and received WhatsApp

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communications, and other communications, to and from the United States, using means of

interstate commerce, to advance Azure’s participation in the Bribery Scheme.

5. With full knowledge of the agreement that Azure executives, including the Azure

Chairman, had entered into with Adani Green and its executives and officials to pay Azure’s

share of the corrupt payments, Cabanes took steps in furtherance of the authorization of bribes to

state government officials in India by directing the Azure Chairman, and others at Azure and

CDPQ, to find a “commercially doable deal” that would enable the Adani executives and

officials and Adani Green to collect from Azure.

6. In furtherance of the scheme Cabanes also participated in efforts with the Azure

Chairman to conceal information about the Bribery Scheme from the Azure Board of Directors

and Azure’s attorneys, among others.

7. By virtue of the foregoing conduct and as alleged herein, Cabanes violated the

Anti-Bribery Provisions of the Foreign Corrupt Practices Act Exchange Act Section 30A, 15

U.S.C. §78dd-1.

8. Unless restrained and enjoined Cabanes will engage in the acts, practices,

transactions, and courses of business set forth in this Complaint or in similar acts, practices,

transactions, and courses of business.

AUTHORITY, JURISDICTION AND VENUE

9. The Commission brings this action pursuant to enforcement authority conferred

by Section 21(d)(1) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C.

§§78u(d) (1)]. The Commission seeks imposition of a civil penalty against Cabanes pursuant to

Section 21(d)(3) of the Exchange Act [15 U.S.C. §78u(d)(3)], an officer and director bar

pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. §78u(d)(5)], and such other and

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further relief as the Court may deem just and proper.

10. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e) and

27 of the Exchange Act [15 U.S.C. §§78u(d), 78u(e) and 78aa].

11. Venue is appropriate in this Court under Section 27 of the Exchange Act [15

U.S.C. §§78aa] because certain acts or transactions constituting the violations of the federal

securities laws detailed herein occurred in this district, including travel through the district and

the transmission of electronic messages in and through the district, all in connection with those

violations.

12. Cabanes directly or indirectly made use of the means and instrumentalities of

United States interstate commerce in connection with the acts, practices, and courses of business

alleged herein.

DEFENDANT

13. Cyril Sebastien Dominique Cabanes (“Cabanes”), age 50, is a citizen of France and

resident of Singapore. He previously was a member of Azure’s Board of Directors and was

employed by CDPQ as its Head of Infrastructure for the Asia-Pacific region.

RELATED ENTITIES AND INDIVIDUALS

14. Azure Power Global Limited (“Azure”) is a limited company organized under the

laws of Mauritius with its principal place of business in New Delhi, India. During the relevant

period Azure was a publicly traded company, with a class of common stock previously registered

with the Commission pursuant to Section 12(b) of the Exchange Act, trading under the symbol

“AZREF” on the New York Stock Exchange. On November 13, 2023, Azure’s stock was

delisted for failure to file reports with the Commission. On April 3, 2024, Azure filed a Form 15

suspending its Exchange Act reporting obligations. Azure is a renewable energy company that

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develops, owns and operates utility-scale grid-connected solar farm projects. Azure specializes

in building and operating solar farms, thereby producing and selling solar power in India.

15. Caisse de dépôt et placement du Québec (“CDPQ”) is a Montreal, Canada-based

pension fund company established by the National Assembly of Quebec and one of the world’s

largest infrastructure investors. It is the parent company of Azure’s largest shareholder and

controls four seats on its Board of Directors, including appointment of the chairperson and three

others.

16. “Azure Chairman” is a citizen and resident of the United Kingdom. He

previously was the Chairman of Azure’s Board of Directors and briefly served as its interim

Chief Executive Officer.

17. “Azure CEO” was the Chief Executive Officer of Azure at the time of the Azure

and Adani Green contract awards and related negotiations in 2019 through 2022. He resigned at

the company’s request in April 2022.

18. “Azure COO” was a senior executive officer of Azure at the time of the Azure

and Adani Green contract awards and related negotiations in 2019 through 2022, first holding the

title of President and then Chief Operating Officer before resigning at the company’s request in

April 2022.

19. Adani Group is an Indian multinational energy and infrastructure conglomerate

headquartered in Ahmedabad, India. Adani Group’s holdings currently have a market

capitalization of approximately $208 billion.

20. Adani Green Energy Limited (“Adani Green”) is a public limited company

organized under the laws of India with its principal place of business in Ahmedabad, India.

Adani Green is a publicly traded company majority-owned by Gautam Adani, the Adani Group,

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and other Adani family members. Adani Green is a renewable energy company that develops,

owns and operates utility-scale grid-connected solar farm projects.

21. Gautam Adani is a citizen of India believed to reside in Ahmedabad, India. He is

the founder of both the Adani Group and Adani Green. Since 2015, Gautam Adani has served

on Adani Green’s Board of Directors. He currently serves as a member of its four-person

Management Committee.

22. Sagar Adani is a citizen of India believed to reside in Ahmedabad, India. Sagar

Adani is Gautam Adani’s nephew. Since October 2018 he has been the Executive Director of

Adani Green’s Board of Directors. He is currently Chairman of Adani Green’s four-person

Management Committee.

23. Solar Energy Corporation of India, Ltd. (“SECI”) is a company of the Ministry of

New and Renewable Energy (“MNRE”), Government of India. SECI is responsible for

implementing Indian central government programs related to renewable energy, including

funding large solar projects like those Azure and Adani Green build and operate.

FACTUAL ALLEGATIONS

I. Azure and Adani Green Promised or Paid Bribes to State Government Officials
in India to Obtain Lucrative Contracts for Manufacturing Linked Projects.

The Manufacturing Linked Projects

24. In 2014, the Indian central government announced a goal of achieving 175

gigawatts (“GW”) of renewable energy production capacity in India, including at least 100 GW

of solar energy production capacity by 2022. At the time, renewable energy accounted for

approximately 17 percent of all energy production capacity in India. The Indian central

government sought to more than double that number.

25. In anticipation of this effort the Indian central government previously had

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instituted Renewable Energy Purchase Obligations that required Indian state-owned energy

distribution companies (“DISCOMs”)—which are responsible for buying power and transmitting

it to consumers within their respective regions—to buy and distribute to consumers certain

minimum amounts of renewable energy.

26. Azure and Adani Green are renewable energy companies based in India. Azure

specializes in building and operating solar farms, which generate electricity that is then supplied

to the power grid. Adani Green develops, owns and operates utility-scale grid-connected solar

and wind farm projects. Azure, like Adani Green, primarily derives its revenue by selling

electricity to Indian central government agencies and to DISCOMs, typically under long-term

fixed-price Power Purchase Agreements (or “PPAs”) that set the price (or “tariff”) that the

purchaser will pay for power for the duration of the contract.

27. In June 2019, SECI, a renewable energy agency of the Indian government,

announced a Request for Selection (“RfS”) seeking bids from solar power developers for the

construction of a solar cell and module manufacturing plant that would be linked to SECI’s

agreement to purchase power from the developer(s) with the winning bid(s).

28. Broadly described, SECI sought solar power developers to construct a plant or

plants in India capable of producing solar power component parts domestically (like cells,

modules, or wafers) and, in exchange for that construction and manufacturing, SECI would

contract to purchase power from the developer(s) in an amount equal to a multiple of the power

generating capacity of the solar components manufactured. The related projects became known

as the Manufacturing Linked Projects.

29. Multiple companies, including Azure and Adani Green, submitted responses to

what became an amended RfS. On December 10, 2019, as part of a government tender, SECI

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jointly awarded Azure and Adani Green contracts for the Manufacturing Linked Projects.

Pursuant to Letters of Award issued by SECI, a) Adani Green would be responsible for and stood

to benefit from two-thirds of the Manufacturing Linked Projects, and b) Azure would be

responsible for and stood to benefit from one-third. Both Azure and Adani Green were projected

to earn billions in revenue from the Projects.

30. Azure announced that it had won a portion of the RfS at an investor presentation

on January 16, 2020, disclosing that SECI had awarded it a portion of the projects for the

construction of a manufacturing plant or plants to produce solar power components with 1 GW

capacity. In turn, SECI would contract to buy 4 GWs of solar power from Azure.

31. Five months later, on June 9, 2020, Adani Green followed suit, issuing a press

release titled, “Adani Green Energy Wins The World’s Largest Solar Award; Leapfrogs Towards

Goal Of 25 GW Of Installed Capacity By 2025.” The announcement noted that SECI had

selected Adani Green to be awarded a portion of the projects associated with the RfS, and that it

would build a manufacturing plant or plants to produce solar components with 2 GW capacity.

In turn, SECI would contract to buy 8 GW of solar power from Adani Green.

32. Despite the announcements, SECI’s Letters of Award to Azure and Adani Green

did not guarantee that SECI would purchase any power from them or that they would earn any

revenue or profits. More needed to be done. At minimum, two additional contractual steps were

required. First, SECI needed to enter into Power Supply Agreements (“PSAs”) with the

DISCOMs (the Indian state-owned energy distribution companies) under which the DISCOMs

would agree to buy energy from SECI at solar power prices consistent with those SECI had

agreed to pay Azure and Adani Green in the Letters of Award. Second, after contracting with

the DISCOMs, SECI needed to enter into PPAs, (again, Power Purchase Agreements) with

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Azure and Adani Green, respectively, pursuant to which SECI would buy power from each of

them (which SECI would then resell to the DISCOMs under the PSAs).

33. Under the terms of the RfS, SECI was expected to enter into PPAs with Azure

and Adani Green within 90 days of issuing the Letters of Award. That did not happen. Instead,

the PPAs took more than 18 months—and were executed by SECI only after Azure and Adani

Green, acting through various senior executives and officials, undertook a massive bribery

scheme.

34. The problem was economics. The price SECI accepted for Azure and Adani

Green to sell power related to the Manufacturing Linked Projects turned out to be too high.

When SECI attempted to contract with Indian state governments and DISCOMs to offload power

at prices consistent with the amounts to be paid to Azure and Adani Green, the Indian state

governments refused. Their refusals were overcome only when Azure and Adani Green, acting

through various senior executives and officials, paid or promised to pay, in aggregate, hundreds

of millions of dollars of bribes to state government officials in India.

The First Stage of the Bribery Scheme

35. After SECI issued Letters of Award to Azure and Adani Green for the

Manufacturing Linked Projects, and accepted their proposed tariffs as amounts at which SECI

would buy solar power from them for the next twenty-five years, SECI attempted to enter into

PSAs to sell that power to Indian state governments and state DISCOMs at prices consistent with

the Letters of Award.

36. The Indian state governments and DISCOMs, however, refused to contract with

SECI, mainly because certain aspects of the Indian renewable energy market had shifted and

caused downward pressure on solar power prices. Without those PSAs the Letters of Award held

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by Azure and Adani Green were virtually worthless.

37. Meanwhile, between the December 10, 2019, award and June 2020, Azure and

Adani Green negotiated with SECI as to, among other things, contract options and amendments

that would increase the size of the overall award. The ultimate size of the award was twelve

gigawatts (billions of watts) of power (i.e., 12GW).

38. Azure’s share of the award corresponded to four gigawatts of power (i.e., 4 GW);

Adani Green’s was 8 GW. Azure estimated that it would garner approximately $2 billion in

profits over a 20-year period from the award and its work on the Manufacturing Linked Projects.

But only if SECI was able to enter into the hoped-for PSAs with Indian state governments and

DISCOMs.

39. But Indian state governments and DISCOMS continued to balk at entering into

PSAs with SECI to purchase energy at the prices in the contracts awarded to Azure and Adani

Green. Because of energy markets fluctuations and renewable energy auctions in India after the

2019 tender that resulted in lower pricing, the state governments and DISCOMs rightfully

believed they would be able to purchase power less expensively elsewhere. Without PSAs there

would be no PPAs, and without the PPAs, the Manufacturing Linked Projects were not

commercially viable. Further pressure came when SECI’s parent within the Indian government,

the MNRP, threatened to cancel the awarded contracts due to the pricing challenges.

40. The bottom line for both Azure and Adani Green was that they each stood to lose

billions of dollars of potential revenue unless Indian state governments and their related

DISCOMs entered into PSAs with SECI.

41. These developments prompted Azure and Adani Green to renegotiate the contract

pricing with SECI and, on December 25, 2020, the companies agreed to price reductions.

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Despite the reductions, however, SECI still was not able to secure the necessary PSAs.

42. Contemporaneous with these legitimate efforts, senior executives and officials of

Azure and Adani Green schemed to pressure and to propose to pay “incentives” directly to state

government officials in India (i.e., bribes) to cause Indian state government entities and the

related DISCOMs to enter into PSAs with SECI at prices favorable to Azure and Adani Green.

43. For instance, on November 24, 2020, Sagar Adani wrote to the Azure CEO via

WhatsApp regarding efforts to place the Manufacturing Linked Projects power and related

discussions with CDPQ: “Yes sir, of course we will push hard to get it through to the finish

line.” The Azure CEO responded: “[T]he advantage we have is that the discoms are being

motivated . . . .” Sagar Adani replied: “Yup . . . but the optics are very difficult to cover.”

44. On February 25, 2021, in a subsequent WhatsApp exchange regarding the Indian

states of Jammu and Kashmir and Chhattisgarh as potential purchasers of the Manufacturing

Linked Projects power, Sagar Adani wrote to the Azure CEO: “Just so you know, we have

doubled the incentives to push for these acceptances.” The motivation and incentives referred to

in the WhatsApp messages were bribes payments to state government officials in India.

45. By June 2021—a year after SECI issued a Letter of Award to Adani Green and

fifteen months after Azure had announced that it had been selected for the Manufacturing Linked

Projects—SECI had still not entered into Power Supply Agreements with Indian state

governments related to the Letters of Award and Manufacturing Linked Projects.

46. That month, Azure stated publicly that its potential profits related to the

Manufacturing Linked Projects were at risk:

[SECI] has informed us that so far there has not been adequate response from the state
electricity distribution companies (‘DISCOMs’) for SECI to be able to sign the Power
Sale Agreement (‘PSA’) at this stage even though we have a [Letter of Award]. SECI
has mentioned that they will be unable to sign PPAs until PSAs have been signed, and

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they have committed to inform Azure Power of developments in their efforts with the
DISCOMS. Capital costs, interest rates and foreign exchange rates have improved since
Azure Power won the 4 GW auction in December 2019 which have resulted in lower
tariffs in other recent SECI auctions. . . . We expect a tariff markdown from the price
achieved in the auction, which will facilitate signing of PSAs. We will continue our
discussions with SECI towards signing PPAs in respect of the 4GW tender and believe
the PPAs to be signed in tranches over a period of time.

47. Soon thereafter, Gautam Adani and Sagar Adani increased the pressure on Indian

state government officials. Through their personal involvement and promises to pay or actual

payment of hundreds of millions of dollars of bribes, some DISCOMs began to enter into PSAs

with SECI.

48. Adani Green executives and kept track of the bribes, creating and maintaining

records of bribes that had been paid or promised to numerous Indian states and Indian state

officials to induce them to cause the Indian states to buy renewable energy from SECI.

49. For instance, according to an Adani Green record, a bribe equal to hundreds of

thousands of dollars was paid or promised to government officials in the Indian state of Odisha

to cause Odisha to enter into a PSA with SECI for the purchase of 500 MW of power.

50. Consistent with the Adani Green record, SECI announced its first Power Supply

Agreement related to the Manufacturing Linked Projects in July 2021, pursuant to which the

Grid Corporation of Odisha agreed to buy 500 MW of power capacity from SECI.

51. In August 2021, Gautam Adani met with the Chief Minister of a second Indian

state, Andhra Pradesh, about the fact that Andhra Pradesh had not entered into a Power Supply

Agreement with SECI and the “incentives” needed to cause Andhra Pradesh to do so. Sagar

Adani had a subsequent meeting with the Chief Minister on September 12, 2021.

52. At or in connection with these meetings, the Adanis (Gautam and Sagar) paid or

promised a bribe to Andhra Pradesh government officials to cause the relevant Andhra Pradesh

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government entities to enter into PSAs with SECI for the purchase of 7,000 MW of power

capacity. Adani Green records and later statements by Adani Green executives to the Azure

Chairman indicated that the Andhra Pradesh bribe payment was approximately $200 million.

Shortly after these meetings Andhra Pradesh agreed in principle to execute a PSA with SECI that

would directly benefit Adani Green and Azure.

53. Within weeks, the Andhra Pradesh government was quoted as saying, “[i]n the

Cabinet meeting held last month, it was decided to accept SECI’s offer. After deliberation, the

State decided to tap 7,000 MW in the first phase.”

54. In other words, the “incentives” worked. A contemporaneous Adani Green record

lists particular Indian states (Odisha, [Jammu and Kashmir], Tamil Nadu, Chhattisgarh,

Maharashtra, Kerala, [Andhra Pradesh], and Bihar) and the accompanying amount of power to

be purchased by the respective states from SECI. The same record lists, for each state, the

amount of a bribe to be paid and, in some cases, the recipient. For example, Andhra Pradesh

negotiated to purchase 7,000 MW of power from SECI under a PSA. As part of that

agreement—and consistent with what was communicated to Azure executives during in-person

meetings in Ahmedabad—the rate of 25 lakh (or “25L,” with one lakh equal to 100,000 rupees)

per megawatt was used to calculate the amounts promised or paid to officials in Andhra Pradesh.

That is, 7,000 megawatts multiplied by 25 lakh, which equals 17.5 billion rupees, or 1,750 crore

(a multiple of ten billion rupees)—i.e., more than $200 million. As the record indicates, these

Andhra Pradesh officials included the Chief Minister (or “CM”).

55. Once it gathered steam, the Bribery Scheme worked quickly and effectively.

Between July 22, 2021, and December 1, 2021, SECI entered into PSAs with DISCOMs in

Odisha, Chhattisgarh, Tamil Nadu, and Andhra Pradesh. In later meetings in the spring and

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summer of 2022, the Adanis outlined to the Azure Chairman how the Bribery Scheme worked

and how it successfully generated these PSAs. The Adanis also explained that Azure’s recently

deposed CEO and COO were willing participants in the scheme and that they had assured the

Adanis that Azure would pay its fair share of the bribes.

56. Those PSAs allowed SECI to enter into Power Purchase Agreements (the PPAs)

with Azure and Adani Green that implemented the terms of the Letters of Award and under

which those two companies stood to earn billions of dollars from the Manufacturing Linked

Projects.

57. On December 14, 2021, Adani Green issued a press release titled, “Adani Signs

World’s Largest Green PPA With SECI,” announcing that SECI had contracted to buy nearly 5

GW of power from Adani Green related to the Manufacturing Linked Projects. The sudden good

fortune for Azure and Adani Green prompted speculation in the marketplace about the contract

awards.

58. On December 6, 2021, the Azure CEO and Azure COO attended a meeting at a

coffee shop with CDPQ’s Country Head for India and CDPQ’s Director of Infrastructure for

South Asia, who also was a member of Azure’s Board of Directors, at which they discussed

market rumors that the Adanis had somehow facilitated signing of the PSAs.

59. One of the attendees at this coffee shop meeting, CDPQ’s Director of

Infrastructure for South Asia, subsequently wrote “FYI” and forwarded to Cabanes an email

summarizing the December 6 meeting in which he referenced “the rumor … regarding potential

third party involvement (i.e. corrupt and/or unethical practices) behind the signing of the

remaining manufacturing linked PPAs with the state of Andhra Pradesh. We appreciate you

raising the concern . . . .”

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60. On December 15, 2021, the Azure CEO and the Azure COO met with Gautam

Adani in Ahmedabad. The same day the Azure COO created an Excel file named “sale value of

manu ppa” reflecting possible transactions that would result in Adani Green acquiring some

portion of Azure’s assets related to the Manufacturing Linked Project’s PPAs.

61. On December 16, 2021, Azure signed PPAs with SECI for 2.3 GW of power

mapped to the Indian state of Andhra Pradesh.

II. Cabanes Joins the Bribery Scheme When Azure’s CEO and COO Resign and
Coordinates an Extensive Cover-Up Within Azure.

The Adanis Seek to Collect Azure’s Share of the Bribes

62. On September 30, 2021, CDPQ, with Cabanes participating, appointed the Azure

Chairman as Chairman of Azure’s Board of Directors. The Azure Chairman had had no

substantive involvement with the contract awards for the Manufacturing Linked Projects, or with

any discussions or negotiations involving any Adani Green officials. That changed in spring

2022.

63. A meeting between Adani Green executives—including Gautam Adani—and

Azure executives was scheduled to occur in India on April 25, 2022. The plans for the meeting

were affected when the Azure CEO (and the Azure COO) resigned shortly before the meeting on

request of the company.

64. Shortly thereafter, Gautam Adani requested that the Azure Chairman attend a

rescheduled meeting four days later, on April 29, 2022. A more junior Azure executive

accompanied him. During the meeting Gautam Adani described to the Azure Chairman the steps

that he had personally taken to overcome the unwillingness of Indian state government and

DISCOM officials to enter into PSAs with SECI. Those steps included his incurring

“expenditures,” which in the context of the discussion the Azure Chairman understood to refer to

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bribes the Adanis and Adani Green had promised or paid to secure the PSAs. Gautam Adani

also explained that previous Azure executives, specifically the recently resigned Azure CEO and

COO, were complicit in the scheme and had agreed to pay Azure’s share of the bribes.

65. Gautam Adani sought to collect Azure’s share of the bribes, which meant tens of

millions of dollars. To punctuate the discussion an Adani Green record that detailed Azure’s

share of the bribes promised or made to state government officials in India by the Adanis and

Adani Green was read aloud to the Azure Chairman and the more junior Azure executive present

at the meeting.

66. Within days of the April 29 meeting, which was on a Friday, the Azure Chairman

updated Cabanes. Cabanes, as a Director on Azure’s Board and a senior executive employed by

Azure’s primary stockholder, CDPQ, had the authority to direct the actions of certain CDPQ

personnel who reported to him—including other members of Azure’s board—as well as the

actions of Azure’s executive team. In addition, as the CDPQ executive who had hired the Azure

Chairman and appointed him as Chairman of Azure’s Board on September 30, 2021, Cabanes

held significant professional influence over him.

67. On Monday, May 1, 2022, the Azure Chairman wrote to Cabanes via WhatsApp:

“It was an interesting week, and Friday [April 29, 2022] was particularly interesting. I met on

Friday night for a debrief. My suggestion is that we brief you on some of the detail once we

have done more work on it and have a proposed way forward. . . . We are working on

understanding exactly what the issues are and what our options might be, then will craft a way

forward. Free to catch up on the phone any time.” Cabanes responded: “Can I call you late

tonight when I get to the airport (10pm)?” : “Sure – for you 24/7 . . . But keep some distance on

some of the details.”

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68. Later the same day the Azure Chairman spoke with Cabanes by telephone and

described in detail his April 29 meeting with Gautam Adani. He told Cabanes that Adani had

sought to collect Azure’s share of the bribes to state government officials in India relating to the

Manufacturing Linked Projects, both for the 2.3 GW PPAs and a 650 megawatt (MW) PPA. The

Azure Chairman recounted that Gautam Adani stated, in summary, that Azure owed

approximately one-third of the total bribes promised or paid and that Azure’s share was the

equivalent of approximately $83 million. Cabanes was aware of a high probability that the bribe

payments promised by Gautam Adani and other Adani Green executives were incomplete; that

is, some of the promised bribes had been paid and others were still owed.

69. Cabanes directly or indirectly made use of the means and instrumentalities of

United States interstate commerce in connection with the acts, practices, and courses of business

he engaged in to further the Bribery Scheme. Cabanes, knowing that Adani Green executives

had told Azure executives that Adani Green needed to collect Azure’s one-third share of the

bribes in furtherance of their agreement to pay off the government officials who had facilitated

signing of the PSAs underlying the 2.3 GW and 650 MW PPAs, took steps while physically

present in the U.S. in furtherance of the authorization of a transaction to fund these bribe

payments.

70. Between April and June 2022, Gautam Adani and Sagar Adani, together with

Vneet Jaain, Adani Green’s CEO and a member of its Management Committee, met in person in

India multiple times with the Azure Chairman and other Azure officials and discussed how

Gautam Adani, with Sagar Adani’s assistance, had promised or paid bribes to state government

officials in India to procure contracts between the Indian states and SECI. The Adanis

repeatedly sought to collect from Azure its agreed-upon share of those bribes.

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71. In those meetings, Gautam Adani detailed, among many other things, how, in

mid-to-late 2021, Indian state governments had been reluctant to enter into PSAs with SECI,

how he personally intervened, and how he paid or promised bribes to state government officials

in India to persuade them to enter into PSAs.

72. Gautam Adani detailed how his efforts had succeeded in winning business for

both Adani Green and Azure, who would benefit from their respective shares of the

Manufacturing Linked Projects.

73. Gautam Adani further insisted that Azure pay one-third of the bribes paid or

promised to Indian state government officials, an amount equal to tens of millions of dollars.

74. Following the meetings with the Adanis, the Azure Chairman and Cabanes

routinely strategized various transaction structures to pay Azure’s one-third share of the bribes

that the Adanis had paid or promised to Indian state government officials.

75. When Azure representatives informed Gautam Adani that Azure might not be

able to directly pay the amount it owed, Gautam Adani proposed that Azure satisfy its one-third

portion of the bribes through non-cash transactions.

76. Among other things, Gautam Adani proposed that, to satisfy part of Azure’s

obligation to pay one-third of the bribes, Azure cede control of its rights to the most valuable

aspect of the Manufacturing Linked Projects—its right to sell 2.3 GW of power to SECI related

to Andhra Pradesh—to Adani Green.

77. To that end, during a visit to the United States between May 5 and May 8, 2022,

Cabanes participated in a WhatsApp exchange with the Azure Chairman during which they used

the codename “SAG” or “Super Aggregator” to conceal references to Gautam Adani, while

discussing how to pay Azure’s share of the bribes. Cabanes queried: “Is there a commercially

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doable deal here?” – which, in the context of their ongoing discussions, the Azure Chairman

understood that Cabanes meant a transaction that would compensate Adani Green and the Adanis

for Azure’s share of the bribery payments.

78. On May 31, 2022, the Azure Chairman updated Cabanes via WhatsApp on the

status of ongoing efforts to identify a transaction that Azure could execute to compensate Adani

Green and the Adanis for Azure’s portion of the bribes that had been paid or were promised,

writing that CDPQ and Azure executives were “talking now on fleshing out our options.”

Cabanes advocated doing a transaction with Adani: “Sounds good. So we have a potential deal

on the table?”

79. Throughout June and July 2022, Cabanes and the Azure Chairman regularly

communicated by telephone and other electronic means regarding their efforts to identify and

consummate a transaction that, directly or indirectly, would compensate Adani Green and the

Adanis for Azure’s share of the bribes. They also discussed the need to conceal aspects of their

involvement in any potential transaction from others at Azure. Cabanes repeatedly directed the

Azure Chairman and others to withhold information related to the potential deal with Adani from

others, including other members of Azure’s Board of Directors.

80. On June 18, 2022, after consultation with and direction from Cabanes, the Azure

Chairman sent a deliberately misleading email to Azure’s full Board of Directors, including

Cabanes. The email misleadingly stated that “the economics have deteriorated significantly” as

to the Manufacturing Linked Projects, and that Azure “should probably go talk to SECI

regarding the vice [sic]we are in.” This and related communications laid the groundwork for the

“commercially doable deal” that Azure ultimately fashioned. The deal involved transferring the

most valuable PPA in Azure’s portfolio—the 2.3 GW contract—back to SECI under the guise of

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“deteriorated” economics. The manner and timing of the transfer by Azure was designed to

ensure that Adani Green and the Adanis would receive the valuable PPA.

81. In a series of communications between late June 2022 and August 4, 2022,

Cabanes took steps himself and directed others, including the Azure Chairman, to withhold

information regarding their bribery payment plans from senior personnel at Azure and CDPQ,

and from a Special Committee of the Azure Board of Directors that had been created to

investigate the Manufacturing Linked Projects.

82. On September 30, 2022, shortly before scheduled interviews by the Special

Committee of Cabanes, the Azure Chairman, and other Azure and CDPQ executives, Cabanes

and the Azure Chairman convened a telephone call with the other executives being interviewed.

The purpose of the call was for everyone to align their stories and agree that they would not fully

disclose all relevant aspects of the agreement with Adani Green and the Adanis. All participants

on the call agreed to withhold certain information from the Special Committee and its

investigators.

83. On December 7, 2022, Azure sent a letter to SECI initiating withdrawal from its

largest portion of the Manufacturing Linked Project’s PPAs. Cabanes and the Azure Chairman

were responsible for the letter and its contents. The letter stated that because the portion of the

awards is “unbankable and unviable, we are impaired to proceed . . . “ These reasons were

pretextual. The real purpose of returning the portion of the PPAs was so that the Adanis and

Adani Green could have it as satisfaction of part of Azure’s portion of the bribery payments.

84. On February 21, 2023, Azure sent a further letter to SECI seeking to return the

largest portion of its PPAs to SECI under similarly pretextual reasons, summarizing purported

“regulatory uncertainties” that left the Manufacturing Linked Project “untenable” and stating that

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Azure was “unable to proceed” with the project. Cabanes and the Azure Chairman were

responsible for the letter and its contents. The pretext worked. On December 25, 2023, Adani

Green publicly announced that it had signed a PPA for the majority of the 2.3 GW portion of the

Azure award that Azure had returned to SECI, bringing Adani Green’s total PPA total under the

2019 tender to 8,000 MW (8 GW).

85. The end result of these maneuvers was that Azure did not directly pay any money

to Adani Green or the Adanis in satisfaction of Azure’s share of the bribe payments. Instead,

Cabanes and Azure elected to meet part of Azure’s obligation by facilitating the indirect transfer

of this lucrative corporate asset—the 2.3 GW PPA—to Adani Green and the Adanis, by first

ceding it back to SECI under pretextual reasons. Cabanes acted in furtherance of that transfer

while knowing that the Azure Chairman was actively working to facilitate Gautam Adani’s

efforts to collect Azure’s share of the bribes. The transaction that resulted had the economic

effect of transferring significant value to Adani Green and the Adanis from Azure.

86. Cabanes devised and directed a coordinated cover-up of the efforts to compensate

Adani Green and the Adanis for the bribery payments or promises that included: withholding

information about the Adani deal from non-CDPQ executives at Azure, including other members

of the Board of Directors; lying to investigators, including Cabanes’s and the company’s own

lawyers; lying to attorneys and investigators; withholding information about the Adani

transactions from certain other Azure executives; colluding with others at CDPQ and Azure to

align false narratives; and, scheming with others at CDPQ and Azure to conceal their misconduct

behind a compromised “Special Committee” of the Azure Board of Directors that was deprived

of full and accurate information regarding the Adani transactions.

87. Despite retaining valuable PPAs related to the Manufacturing Linked Project,

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albeit substantially reduced by the transfers to Adani Green, Azure never received any profits

tied to the Bribery Scheme because it was interrupted by investigations related to the

Manufacturing Linked Project and its contracts.

FIRST CLAIM

Cabanes Violated the Anti-Bribery Provisions of the Foreign Corrupt Practices Act
Exchange Act Section 30A, 15 U.S.C. §78dd-1

88. The Commission realleges and incorporates by reference each and every

allegation contained in paragraphs 1 through 87 above as if set forth fully herein.

89. By engaging in the corrupt transactions described above, Cabanes, who was a

Director of Azure, a United States issuer, made use of the mails or other means or

instrumentalities of interstate commerce corruptly in furtherance of an offer, payment, promise to

pay, or authorization of the payment of, any money, offer, gift, promise to give, or authorization

of the giving of anything of value to foreign officials for the purpose of influencing their acts or

decisions in their official capacity, inducing them to do or omit to do any action in violation of

their lawful duties, securing an improper advantage, or inducing such foreign officials to use

their influence with foreign governments or instrumentalities thereof to affect or influence any

act or decision of such government or instrumentality, in order to assist Azure in obtaining or

retaining business.

90. By reason of the foregoing, Cabanes violated Section 30A of the Exchange Act

[15 U.S.C. §78dd-1].

PRAYER FOR RELIEF

WHEREFORE, the Commission requests that the Court enter a Final Judgment that:

A. Permanently restrains and enjoins Cabanes and each of his agents, servants, employees

and attorneys and those persons in active concert or participation with them who receive actual

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notice of the injunction by personal service or otherwise, including facsimile transmission or

overnight delivery service, from directly or indirectly engaging in the conduct described above,

or in conduct of similar purport and effect, in violation of: Exchange Act Section 30A [15 U.S.C.

§78dd-1];

B. Permanently prohibits Cabanes from serving as an officer or director of any company that

has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is

required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to

Exchange Act Section 21(d)(5) [15 U.S.C. § 78u(d)(5)];

C. Orders Cabanes to pay appropriate civil penalties pursuant to Section 21(d)(3) of the

Exchange Act [15 U.S.C. §78u(d)(3)];

D. Retains jurisdiction over this action to implement and carry out the terms of all orders

and decrees that may be entered; and,

E. Grants such other and further relief as the Court may deem just and proper.

JURY DEMAND

The Commission hereby demands a trial by jury on all claims so triable.

Dated: November 20, 2024 On behalf of the Commission,

/s/ Amy Harman Burkart

Amy Harman Burkart
Eric Heining*
Martin F. Healey*
Paul Block*
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
Boston Regional Office
33 Arch Street, 24th Floor
Boston, Massachusetts 02110
(617) 573-8952 (Healey direct)
(617) 573-4590 (fax)
heininge@sec.gov; healeym@sec.gov
*Not admitted in E.D.N.Y.

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