The Securities and Exchange Board of India (Sebi) will assign a forensic auditor to examine the accounts of Gensol Engineering and its related parties and has restricted Anmol Singh Jaggi and Puneet Singh Jaggi to hold the position of a director or key managerial personnel in the company after finding violations of corporate governance norms and fund diversion by promoter entities, an interim order said.
The regulator has also barred the company along with its promoters from dealing in any securities and has put a hold to the recently announced stock split of Gensol’s shares in the ratio of 1:10, which the order said is likely to attract more retail investors to the scrip. “At this stage, allowing this corporate action may not be in the interest of the investors,” it said.
The order has taken into account the rating downgrades by CARE Rating and ICRA in early March for the fund and non-fund-based credit facilities availed by the company, to “D” citing delays in servicing debt obligations. ICRA found out that certain documents shared on its debt servicing track record, were apparently falsified. After which CEO Anmol Singh Jaggi denied any involvement in falsification claims. The rating agencies had initiated a review after reports concerning default by BluSmart, its related party, which according to Gensol had no impact of the company.
Moreover, when these agencies sought statements, Gensol provided those of all lenders except those of Indian Renewable Energy Development Agency Ltd. (IREDA) and Power Finance Corporation (PFC) and shared conduct letters purportedly issued by these companies, which stated that it was regular in its debt servicing. However, these lenders denied issuing such letters.
Sebi’s investigation found out of Rs 977.75 crore availed by the Company from IREDA and PFC as term loans, Rs 663.89 crore was for purchasing 6,400 electric vehicles, which were subsequently leased to BluSmart. In February, the company said it procured only 4,704 electric vehicles for a consideration of Rs 567.73 crore. This was corroborated by Go-Auto, the dealer. The company was also to provide an additional equity contribution of 20%, bringing the total expected deployment of approximately Rs 829.86 core for the purchase of 6,400 EVs. Based on these figures, an amount of Rs. 262.13 crore remains unaccounted, even though more than a year has passed since the Company availed the last tranche of the above mentioned financing, the order revealed.
To understand the end-use of funds, the regulator assessed the bank statements of both the company and the dealer and it found that instances of the funds either transferred back to the company itself or routed to entities that were directly or indirectly related to Anmol Singh Jaggi and Puneet Singh Jaggi, promoters and directorsof Gensol.
The order noted that some of these funds were then used for purposes unrelated to the purpose/objective of the sanctioned term loans, which included personal expenses of including purchase of high-end real estate ; benefit to the private / transfer of funds to promoters’ close relatives etc.
The order issued by Sebi’s whole-time member Ashwini Bhatia said that the present matter is a complete breakdown of internal controls and corporate governance norms. “The promoters were running a listed public company as if it were a propriety firm,” it said and added the funds were being used as the promoters’ piggy bank.
“While the fund diversion primarily occurred in the context of electric vehicle (EV) purchases intended for leasing to a related party, the risk it creates is neither isolated nor contained,” the order said while noting that Gensol has a substantial order book, comprising critical infrastructure contracts awarded by government and public sector entities in the renewable EPC space and these contracts are not just capital intensive -they also require strict financial discipline, timely execution, and reputational credibility to retain project flow and institutional trust.
It also said that the diversion of funds of the company by promoter entities reflects a culture of weak internal control, where even ring-fenced borrowings from institutional creditors were rerouted at the total discretion of the promoters and noted that promoter holding in the company has already come down substantially and there is a risk of the promoters further off-loading the shares on gullible investors.
The order said that the auditor appointed by Sebi shall submit the forensic report within six months of appointment.