Adani Hindenburg case: All your questions answered

In its latest report, US-based investor activist firm Hindenburg, lashed out at market regulator SEBI chief Madhabi Puri Buch, alleging her and her husband, Dhaval Buch of having stakes in the same offshore funds which had previously been utilised by Gautam Adani's brother, Vinod Adani.

Earlier last year, Hindenburg had come out with a report, arguing that the research firm had identified multiple instances where they had found that Adani Group was complicit in stock manipulation, and accounting frauds. The report mentioned around 38 Mauritius based shell entities which were directly controlled by Vinod Adani, or his associates, in addition to other suspected entities under his control, which were based out of Cyprus, the UAE, Singapore and Caribbean islands.

It had also alleged that SEBI's distinct lack of regulatory action against the conglomerate, despite overwhelming evidence provided by them was disappointing. Now, in its latest report, it notes that "SEBI’s unwillingness to take meaningful action against suspect offshore shareholders in the Adani Group may stem from Chairperson Madhabi Buch’s complicity in using the exact same funds used by Vinod Adani, brother of Gautam Adani".

We decode all that you need to know about the Adani-Hindenburg saga.

What is Buch being accused of?

Three major things, really.

First, quoting various whistleblower documents, Hindenburg alleged that during her tenure as a whole-time member at SEBI between 2017 and 2022, Buch maintained a 100% stake in Singapore-based Agora Partners. Two weeks post her appointment as SEBI's chairperson in March 2022, Buch privately emailed the fund, asking them to transfer all her share's to her husband's name.

Second, during her tenure, Madhabi's husband, Dhawal Buch had been appointed as senior advisor at Blackstone, a prominent global name in real estate and private equity. To this date, he maintains this position. Blackstone has, till date, sponsored three REITs in India, including Embassy Office Parks REIT, Mindspace REIT, and Nexus Select Trust. As such, this results in a massive conflict of interest. The Hindenburg research alleges that during Buch significantly altered regulations, in order to favor investments in REITs (real estate investment trusts).

As the short seller noted, "Buch touted REITs as her favorite products for the future, and urged investors to look positively upon the asset class". But, as the firm highlights, she did not explicitly ever mention that her husband is associated with Blackstone, a company which stands to gain significantly from such investments.

Thirdly, as Hindenburg research explains, Madhabi currently holds a 99% stake in Agora Advisory, an India-based consulting firm where her husband also serves as a director. Per reports, at the end of FY22, the firm's revenue stood at Rs 19.8 million, which is about 5 times her disclosed salary as a whole-time SEBI member.

How has Buch retorted to each of these allegations?

On first, Buch notes that investment in the fund cited by Hindenburg in its research had been made in 2015, when she held no public position of note, and was 2 years away from joining SEBI as a whole-time member.

Moreover, the decision to invest in this fund was largely because Anil Ahuja, who was the erstwhile chief investing officer (CEO) of the fund, was a childhood friend of Dhaval Buch, apart from having a long career in investing, having worked with Citibank and JP Morgan. During this time, the fund did not invest in any bonds or shares issued by companies of Adani Group.

On second, Buch made it clear that Dhaval was hired by Blackstone on account of his deep expertise in supply chain management. Once this happened, Blackstone was immediately added to Madhabi's recusal list. Additionally, regulatory decisions are not solely taken by the chairperson, but come into existence after intense public discussion.

And thirdly, both Agora Advisory in India, and Agora Partners in Singapore were made dormant after Buch was appointed as SEBI chairperson. Per the joint statement issued by the Buchs, "These companies (and her shareholding in them) were explicitly part of her disclosures to SEBI."

What kind of financial impact are we estimating?

Stocks of Adani companies found themselves swimming in red today. Adani Ports dipped by 1.78%, while Adani Enterprises and ACC fell by over 1% each during trade today. Adani Total Gas plunged by over 3%, while Adani Wilmar also sunk by over 2%. With the shares cumulatively experiencing over 7% fall, estimates suggest that over Rs 53,000 crore worth of investor wealth was wiped off today.

The news does not bode well for India's mutual fund companies, who have a total of Rs 41,814 crore on Adani companies. As for REITs, data from IRA (Indian REITs Association) suggests that there are, at present, four listed REITs on the Indian stock exchanges, collectively managing assets worth over ₹1,40,000 crores and serving more than 240,000 unitholders. "These REITs have distributed over ₹18,000 crores, with the market capitalization of this rapidly growing asset class reaching approximately ₹80,000 crores", the association notes.

As the research firm disclosed, it made Rs 34 crores shorting (borrowing a stock who's value you anticipate will fall, and then sell it in markets to earn profits). According to media reports, about 111 mutual fund schemes have invested around Rs 14,000 crore in Adani Ports and SEZ.

How has Hindenburg doubled down?
In a fresh salvo, Hindenburg notes that this admission confirms that Madhabi and Dhaval Buch had indeed, "invested in an obscure Bermuda/Mauritius fund structure, alongside money allegedly siphoned by Vinod Adani, the brother of Gautam Adani".

"She also confirmed the fund was run by a childhood friend of her husband, who at the time was an Adani director. SEBI was tasked with investigating investment funds relating to the Adani matter, which would include funds Mrs. Buch was personally invested in, and funds by the same sponsor which were specifically highlighted in our original report. This is obviously a massive conflict of interest," the firm said.

Another accusation that has gone the SEBI chairperson's way is that even while she was serving as SEBI chief, Buch continued to earn revenues from her active consulting firms, and also making deals under her husband's name all the while she served as SEBI's whole-time member.

What's next?

Taking note of Hindenburg's report, SEBI released a statement asking investors to "remain calm and exercise due diligence before reacting to such reports. Investors may also like to take note of the disclaimer in the report that states that readers should assume that Hindenburg Research may have short positions in the securities covered in the report", it said.

"The allegations made by Hindenburg Research, against the Adani Group, have been duly investigated by SEBI. Hon’ble Supreme Court in its Order of January 3, 2024 noted that SEBI had completed twenty–two out of twenty–four investigations into the Adani group. Subsequently, one more investigation was completed in March 2024, and one remaining investigation is close to completion. During the ongoing investigation in this matter, more than 100 summons, around 1,100 letters and emails have been issued to seek information", it continued.