Suzlon Energy shares fall over 2% after SEBI fines Rs 29 crore for misleading financial statements

Shares of renewable energy player Suzlon Energy fall 2.2% to Rs 55.87 on the BSE on Monday after capital markets regulator Sebi levied penalties totalling nearly Rs 29 crore on Suzlon Energy and several former executives. Sebi concluded that the company misrepresented its financial position through transactions involving subsidiaries, inflated profits and inadequate disclosures.

In a 96-page order issued on May 29, Sebi said Suzlon and certain former executives violated provisions of the Sebi Act, PFUTP Regulations, listing regulations and disclosure requirements. The order replaces an earlier adjudication order issued in June 2025 and confirms multiple violations by the company and its executives.

Among the penalised individuals, former executive Vinod R. Tanti was fined Rs 5.75 crore, while Girish R. Tanti was directed to pay Rs 5.45 crore. Former Group CFO Kirti J. Vagadia was fined Rs 1.5 crore and former CFO Amit Agarwal was fined Rs 30 lakh.

The matter stemmed from an anonymous complaint received by Sebi in December 2019 alleging irregularities in transactions involving Suzlon’s subsidiaries and associate entities. A subsequent forensic audit and investigation covering FY15 to FY20 and the first nine months of FY21 examined several issues, including dealings with subsidiaries, impairment reversals, contingent liabilities and financial statement disclosures.

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One key observation related to the transfer of Suzlon’s operations and maintenance services business to its subsidiary, Suzlon Global Services Ltd, in March 2014. Sebi noted that the business, valued at around Rs 77 crore, was transferred for Rs 2,000 crore, resulting in Suzlon recording an accounting gain of Rs 1,922.92 crore.

According to the regulator, the subsidiary lacked the financial capacity to fund the transaction. Sebi found that a significant portion of the consideration was subsequently reflected as paid through circular movement of funds between the two entities. The regulator said the arrangement created artificial profits and inflated the company’s net worth. It observed that Suzlon’s FY14 net worth would have been Rs 741 crore without the transaction, compared with the reported figure of Rs 2,664 crore.

Sebi further noted that Suzlon later booked an additional gain of Rs 829.78 crore by transferring its stake in the subsidiary to another wholly owned entity, effectively recognising profit a second time on the same underlying assets. According to the regulator, these transactions helped the company portray a stronger financial position and supported subsequent fund-raising and restructuring efforts.

The order also addressed a standby letter of credit connected to loans taken by a foreign subsidiary. Sebi said a contingent liability of about $569 million, or roughly Rs 4,050 crore, which had been disclosed in FY17, was not reflected in FY18 contingent liability disclosures after being reclassified under an accounting standard related to insurance contracts. The regulator held that the treatment was inappropriate and materially reduced the visibility of the company’s financial exposure.

In addition, Sebi reviewed investments and loans involving subsidiaries SE Forge Ltd and Suzlon Gujarat Wind Park. It found that several transactions involved circular routing of funds, conversion of loans into equity and later impairment of investments. According to the regulator, these transactions resulted in financial statements that did not accurately represent the underlying economic substance.

Sebi concluded that the company’s financial statements and disclosures failed to present a true and fair view of its financial position. The regulator said financial statements and disclosures form the basis on which investors and other market participants assess a listed company’s financial health and prospects.

While Sebi noted that disproportionate gains and investor losses could not be quantified with precision, it said the violations were serious because they related to financial information disseminated to investors and relied upon by the market.

Sebi imposed the penalties under provisions relating to fraudulent and unfair trade practices, disclosure lapses and violations of listing obligations. The notices must pay the penalties within 45 days of receiving the order.

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